CPE News (11/25/2020) – Orion Mine Finance through Orion Mine Finance Fund III LP has entered into a subscription agreement to purchase 8,666,667 subscription receipts of Caldas Gold Corp. (TSX-V: CGC; OTCQX: ALLXF) at CDN $2.25 per subscription receipt for aggregate consideration payable by Orion of approximately CDN $19,500,000.
The Orion financing is part of Caldas Gold’s announced $85 million subscription receipt financing of 37,777,778 subscription receipts.
On November 23, 2020, Caldas Gold Corp. announced a private placement financing with a group of investors principally referred by Aris Gold Corporation that will result in changes to the management and the board of directors, as well as a change in the company’s name to “Aris Gold Corporation”.
Once the financing is completed, Gran Colombia Gold Corp. (TSX: GCM; OTCQX: TPRFF), an existing shareholder of Caldas Gold, will invest $19.5 million, is expected to become an approximately 45% shareholder of Caldas Gold and will have the right to nominate two directors to the Caldas Gold board at completion of the Aris transaction.
Upon closing of the financing, Orion Mine Finance, which did not own any shares previously, will hold 11.9% stake in Caldas Gold.
Caldas Gold is a Canadian junior mining company currently advancing a major expansion and modernization of its underground mining operations at its Marmato Project in the Department of Caldas, Colombia. Caldas Gold also owns 100% of the Juby Project, an advanced exploration-stage gold project located within the Shining Tree area in the southern part of the Abitibi greenstone belt about 100 km south-southeast of the Timmins gold camp.
photo credit: Caldas Gold
News Release
Orion Mine Finance Announces Equity Investment in Caldas Gold Corp.
TORONTO, Nov. 25, 2020 /CNW/ – Orion Mine Finance announces that on November 24, 2020, Orion Mine Finance Fund III LP, a limited partnership managed by Orion Mine Finance Management III Limited (collectively, “Orion”), entered into a subscription agreement to purchase 8,666,667 subscription receipts (“Subscription Receipts”) of Caldas Gold Corp. (“Caldas”) concurrently with private placements by other purchasers for 29,111,111 Subscription Receipts, for aggregate consideration payable by Orion of approximately C$19,500,000, or C$2.25 per Subscription Receipt.
The Subscription Receipts shall be issued pursuant to a subscription receipt agreement (the “Subscription Receipt Agreement”) to be entered into on the closing date among Caldas, Aris Gold Corporation (“Aris”), as receiptholder representative, and the subscription receipt agent. Upon the satisfaction or waiver (to the extent such waiver is permitted) of the Release Conditions (as set out in the Subscription Receipt Agreement) at or before 5:00 p.m. (Toronto time) on March 31, 2021 (or as may be extended in accordance with the terms of the Subscription Receipt Agreement) (the “Release Deadline”), each Subscription Receipt will be automatically converted, without payment of any additional consideration or further action on the part of the holder thereof, into one Unit comprising one common share of Caldas (“Share”) and one common share purchase warrant (“Warrant”). Each Warrant will entitle the holder thereof to acquire one additional Share (a “Warrant Share”), at a price of C$2.75 per Warrant Share, until July 29, 2025, subject to adjustment in certain circumstances as set out in the warrant indenture.
Orion did not own any securities of Caldas prior to entering into the Subscription Agreement. On a partially diluted basis (assuming the exercise of the Warrants held by Orion), after giving effect to the transactions contemplated by the Subscription Agreement and the conversion of the Subscription Receipts (and assuming 99,800,162 Shares outstanding at the time of the conversion of the Subscription Receipts), Orion’s securityholding percentage will be approximately 11.9%, an increase of 11.9%.
Orion agreed to acquire the Subscription Receipts, and upon conversion, the Shares and Warrants, for investment purposes. Orion has no current plan or intentions which relate to, or would result in, acquiring additional securities of Caldas, disposing of securities of Caldas, or any of the other actions requiring disclosure under the early warning reporting provisions of applicable securities laws. Depending on market conditions, Orion’s view of Caldas’ prospects and other factors Orion considers relevant, Orion may acquire additional securities of Caldas from time to time in the future, in the open market or pursuant to privately negotiated transactions, or may sell all or a portion of its securities of Caldas.
This news release is being issued under the early warning reporting provisions of applicable securities laws. An early warning report with additional information in respect of the foregoing matters will be filed and made available under the SEDAR profile of Caldas at www.sedar.com. To obtain a copy of the early warning report, you may also contact Rick Gashler, Chief Compliance Officer of Orion Resource Partners (USA) LP at 212-596-3467. Orion’s address is PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Caldas’ head office is located at 401 Bay Street, Suite 2400, P.O. Box 15, Toronto, ON M5H 2Y4.
Forward-Looking Information
Certain statements in the press release are forward-looking statements and are prospective in nature, including statements with respect to the conversion of the Subscription Receipts and Orion’s future intentions regarding the securities of Caldas. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Such forward-looking statements should therefore be construed in light of such factors, and Orion is not under any obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
SOURCE Orion Mine Finance Management III Limited
For further information: Rick Gashler, Chief Compliance Officer of Orion Resource Partners (USA) LP at 212-596-3497