TORONTO, March 8, 2022 /CNW/ - Orion Mine Finance announced today that Orion Fund III (Mt) LLC, a limited liability company managed by Orion Mine Finance Management III LLC (collectively, "Orion"), has completed the second tranche (the "Second Tranche") of its previously announced equity subscription (the "Private Placement") into Sabina Gold & Silver Corp. ("Sabina"), pursuant to a subscription agreement dated February 7, 2022 (the "Subscription Agreement") among Sabina, Orion and Wheaton Precious Metals Corp. ("Wheaton"). The first tranche of the Private Placement closed on February 11, 2022 (the "First Tranche"). The Private Placement is being completed in connection with a broader financing package being provided to Sabina by Orion and Wheaton (the "Financing"). Further information regarding the Financing and the First Tranche is contained in Orion's press release dated February 8, 2022 and Sabina's press releases dated February 8, 2022 and February 11, 2022, all of which can be found under the SEDAR profile of Sabina at www.sedar.com.
Zhaojin International Mining Company Ltd. ("Zhaojin") has elected to exercise its participation right in respect of the Private Placement to maintain its 9.9% ownership stake in Sabina (the "Zhaojin Participation Right").
In connection with the closing of the Second Tranche, on March 7, 2022, Orion acquired 16,905,354 common shares in the capital of Sabina ("Common Shares") for aggregate gross proceeds of approximately C$22 million and Wheaton acquired 4,508,094 Common Shares for aggregate gross proceeds of approximately C$5.9 million. As was the case in the First Tranche, the subscription price for Common Shares in the Second Tranche was C$1.30 per Common Share. Contingent on the receipt of the approval of Sabina's shareholders pursuant to the polices of the Toronto Stock Exchange (the "Shareholder Approval"), Orion and Wheaton will acquire an additional 9,617,569 Common Shares and 2,564,685 Common Shares, respectively, in the third tranche of the Private Placement (the "Third Tranche") at a subscription price of C$1.30 per Common Share for aggregate gross proceeds of approximately C$12.5 million and approximately C$3.3 million, respectively. The Third Tranche of the Private Placement is expected to close in the second quarter of 2022.
Immediately prior to the closing of the Second Tranche, Orion owned 46,209,769 Common Shares (the Common Shares acquired by Orion in the First Tranche), representing approximately 11.13% of Sabina's issued and outstanding Common Shares (based on a total of 415,120,273 Common Shares being issued and outstanding). Immediately following the closing of the Second Tranche, Orion owned 63,115,123 Common Shares, representing approximately 14.17% of Sabina's issued and outstanding Common Shares, which is an increase of approximately 3.04% in Orion's securityholding percentage in respect of the Common Shares (based on a total 415,120,273 Common Shares being issued and outstanding prior to the closing of the Second Tranche in full and assuming the issuance of Common Shares to Zhaojin pursuant to the Zhaojin Participation Right). Immediately following the closing of the Third Tranche, Orion will own 72,732,692 Common Shares, representing approximately 15.85% of Sabina's issued and outstanding Common Shares, which would be an increase of approximately 1.68% in Orion's securityholding percentage in respect of the Common Shares since the closing of the Second Tranche (based on a total of 415,120,273 Common Shares being issued and outstanding and assuming the closing of the Third Tranche in full, the further issuance of Common Shares to Zhaojin pursuant to the Zhaojin Participation Right and no other issuances of Common Shares).
Orion is acquiring the Common Shares for investment purposes. Other than in connection with the Private Placement, Orion has no current plan or intentions which relate to, or would result in, acquiring additional securities of Sabina, disposing of securities of Sabina, 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 Sabina's prospects and other factors Orion considers relevant, Orion may acquire additional securities of Sabina 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 Sabina.
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 Sabina at www.sedar.com. To obtain a copy of the early warning report, you may also contact Dov Lader, Deputy General Counsel of Orion Resource Partners (USA) LP at 212-596-3467. Orion Mine Finance Management III LLC's address is 251 Little Falls Drive, Wilmington, Delaware, USA, 19808. Sabina's head office is located at 555 Burrard Street, Suite 1800, Vancouver, BC, V7X 1M9.
Forward-Looking Information
Certain statements in this press release are forward-looking statements and are prospective in nature, including statements with respect to the completion and timing of the Third Tranche, the further issuance of Common Shares to Zhaojin, the receipt of the Shareholder Approval and Orion's future intentions regarding the securities of Sabina. 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
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