TORONTO, Sept. 8, 2023 /CNW/ - Orion Mine Finance announced today that Orion Mine Finance Fund III LP and OMF Fund III (F) Ltd., entities managed by Orion Mine Finance Management III LLC (collectively, "Orion"), acquired an aggregate of 38,142,938 common shares ("Common Shares") of Allied Gold Corporation ("Allied Gold") and 23,899 unsecured convertible debentures of Allied Gold ("Debentures") (which, based on a conversion price of US$5.79, are convertible into approximately 4,127,633 Common Shares). Orion acquired the foregoing Common Shares and Debentures on September 7, 2023 upon the closing of a reverse take-over of Mondavi Ventures Ltd. ("Mondavi") by the shareholders of Allied Merger Corporation ("AMC") and Allied Gold Corp Limited (the "RTO"), culminating in the listing of the Common Shares and Debentures on the Toronto Stock Exchange, to commence at the open of trading on September 11, 2023, and a name change of Mondavi to "Allied Gold Corporation".
The 38,142,938 Common Shares and 23,899 Debentures acquired by Orion represent approximately 15.2% of the total issued and outstanding Common Shares on a non-diluted basis and approximately 16.6% of the total issued and outstanding Common Shares on a partially-diluted basis (assuming the conversion in full of the Debentures beneficially owned by Orion). The Debentures are convertible at Orion's option into Common Shares at any time following the issuance thereof during their five (5) year tenure at a price of US$5.79 per Common Share.
With respect to the total securities of Allied Gold beneficially owned by Orion, 33,647,767 Common Shares were issued in exchange for shares of Allied Gold Corp Limited pursuant to the RTO.
In addition, 4,495,171 Common Shares and 23,899 Debentures were issued to Orion in connection with the conversion of Subscription Receipts (as defined below) issued to Orion at an aggregate price of US$43,899,119.65 (approximately C$60,027,656) as part of a private placement completed by AMC (the "Financing"). Pursuant to the Financing, AMC issued 81,219,000 common share subscription receipts (the "CS Subscriptions Receipts") at a price of US$1.97 per CS Subscription Receipt and 107,279 convertible debenture subscription receipts (the "CD Subscriptions Receipts" and collectively with the CS Subscription Receipts, the "Subscription Receipts") at a price of US$1,000 per CD Subscription Receipt. The Subscription Receipts ultimately converted into Common Shares and Debentures upon the completion of the RTO.
Of the Common Shares acquired by Orion, 33,647,767 Common Shares are subject to the terms of a lock-up agreement entered into in favour of the agents under the Financing, pursuant to which, without the prior written consent of the lead agents under the Financing, Orion has agreed not to trade such Common Shares during the period from the closing of the Financing to the date that is 180 days after the closing of the RTO, subject to certain limited exceptions.
Prior to the RTO and the Financing, Orion did not own any securities of Allied Gold. Additional details in respect of the RTO and the Financing are contained in AMC's press release dated August 30, 2023 and Allied Gold's press release dated September 7, 2023.
Orion acquired the Common Shares and Debentures as a result of the RTO and holds such securities for investment purposes. Orion has no current plan or intentions which relate to, or would result in, acquiring additional securities of Allied Gold, disposing of securities of Allied Gold, 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 Allied Gold's prospects and other factors Orion considers relevant, Orion may acquire additional securities of Allied Gold 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 Allied Gold.
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 Allied Gold at www.sedarplus.com . To obtain a copy of the early warning report, you may also contact David Blassberger, Deputy General Counsel of Orion Resource Partners (USA) LP at 212-596-3491. Orion Mine Finance Management III LLC's address is 251 Little Falls Drive, Wilmington, Delaware, USA, 19808 . Allied Gold's head office is located at Bay Adelaide Centre – North Tower, 40 Temperance Street, Suite 3200, Toronto, ON M5H 0B4.
Certain statements in this press release are forward-looking statements and are prospective in nature, including statements with respect to Orion's future intentions regarding the securities of Allied Gold. 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 LLC
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