Orezone announces the closing of the financing of the Bomboré project
VANCOUVER, British Columbia, October 18, 2021 (GLOBE NEWSWIRE) – Orezone Gold Corporation (TSX.V: ORE, OTCQX: ORZCF) (the “Company” or “Orezone”) is pleased to announce that on October 15, 2021, it entered into definitive documents relating to its Senior Debt Facility, Convertible Note Facility and its Flow of previously announced money (the “Project Funding Plan”). The Company has closed each of the convertible note facility and the Silver Stream arrangement and expects to make its first drawdown under the senior debt facility at the end of 2021 after the usual conditions precedent have been satisfied.
The financial package of the project for the construction of the Bomboré gold mine includes:
- ~ 95 million US dollars (52.5 billion CFA francs) of senior guaranteed debt with Coris Bank International (“Coris Bank”) with annual interest rates of 8.0% and 9.0%.
- US $ 35 million 8.5% convertible debentures issued to Resource Capital Fund VII LP (“RCF VII”) and Beedie Investments Ltd. (“Beedie Capital”) (the “Convertible Note Facility”).
- Silver flow agreement with Euro Ressources SA (“Euro”) to sell 50% of future silver production from the Bomboré gold mine for an initial cash payment of US $ 7.15 million.
Mr. Patrick Downey, President and CEO of the Company, said: “The closing of the project financing program marks a major achievement for the company, as the financing of the construction of Bomboré is now complete thanks to a combination relatively inexpensive, flexible, and shareholder-friendly sources of funding. I would like to thank everyone from Coris Bank, RCF VII, Beedie Capital and Euro for their tremendous efforts, support and cooperation in concluding these agreements. The financial package for the project has been structured to provide maximum flexibility to the Company to achieve future expansions, including phased Phase II sulphides expansion, and to undertake ongoing exploration on promising targets at high grade identified by recent drilling at Bomboré.
The company would like to thank Cutfield Freeman & Co Ltd. (financial advisor) and Stikeman Elliott LLP (legal advisor) for their practical and valuable assistance throughout this process.
The Convertible Note Facility (and the common shares of the Company (the “Common Shares”) into which the Convertible Note Facility may be converted) are subject to a four month and one day hold period from the date of termination. issuance of the convertible note. Facility, maturing February 16, 2022, in accordance with applicable Canadian securities laws.
Early warning disclosures
The following additional information is provided in accordance with the early warning requirements of applicable Canadian securities laws.
RCF VII currently holds 62,264,450 ordinary shares representing approximately 19.25% of the issued and outstanding ordinary shares and 4,056,600 warrants which, if exercised, would result in RCF VII holding an additional 1.25% of the shares. common shares issued and outstanding, for a total interest of 20.25% of the common shares then issued and outstanding.
Assuming the conversion of the entire US $ 25 million portion of the convertible note facility subscribed by RCF VII (the “RCF Debenture”), RCF VII would become the owner of 85,412,598 common shares representing approximately 24.64%. common shares then issued and outstanding. , and if the warrants held by RCF VII were exercised in full, RCF VII would become the owner of 89,469,198 ordinary shares representing 25.51% of the ordinary shares then issued and outstanding.
The RCF debenture was acquired for investment purposes. RCF VII may from time to time acquire additional securities, sell all or part of the existing or additional securities, or may continue to hold the securities of the Company. In accordance with the amended and updated Investor Rights Agreement dated October 15, 2021 between RCF VII and the Company, RCF VII has the right to participate in future equity financing of the Company in order to maintain its then current participation. in the Company on terms no less favorable. than those offered to other investors in such financing (subject to certain exceptions).
RCF VII’s head office is located at 1400 Sixteenth Street, Suite 200, Denver CO, 80202. The Company’s address is 910-1111 Melville Street, Vancouver, British Columbia, V6E 3V6.
In accordance with National Instrument 62-103 – The early warning system and associated take-over bids and insider reports, a report will be filed with the regulatory authorities in each of the jurisdictions in which the Company is a reporting issuer containing information regarding the acquisition of Company securities by RCF VII (the “Early Warning Report”). The early warning report will be available on the Company’s SEDAR profile at www.sedar.com and can be obtained by contacting Molly Campbell at +1 720 946 1444.
The RCF debenture issued in favor of RCF VII is a “related party transaction” as this term is defined by multilateral instrument 61-101 – Protection of holders of minority securities in special transactions (“MI 61-101”), requiring that the Company, in the absence of exemptions, obtain a formal assessment and approval from minority shareholders of “related party transactions”. The Company avails itself of an exemption from the formal assessment and minority shareholder approval requirements set out in NI 61-101, as the fair market value of the RCF debenture does not exceed 25% of the market capitalization of the Company. , as determined in accordance with MI 61-101. However, in accordance with the policies of the TSX Venture Exchange, disinterested shareholders voted overwhelmingly to approve the issuance of the RCF debenture and the potential creation of a controlling person (as defined in the policies of the TSX Venture Exchange. ) August 31, 2021. For further details, please see the Company’s Information Circular dated August 3, 2021, which is available on the Company’s SEDAR profile at www.sedar.com.
About Orezone Gold Corporation
Orezone Gold Corporation (TSX.V: ORE OTCQX: ORZCF) is a Canadian development company that owns a 90% stake in Bomboré, one of the largest untapped gold deposits in Burkina Faso.
2019 feasibility study highlights Bomboré as an attractive, ready-to-go gold project with expected annual gold production of 118,000 ounces over a mine life of 13 years and more at an all-inclusive sustaining cost of US $ 730 / ounce with an after-tax payback period of 2.5 years at an assumed gold price of US $ 1,300 / ounce. Bomboré relies on a mineral resource base of over 5 million ounces of gold and has significant expansion potential. Orezone is fully funded to bring Bomboré into production with the first gold pour scheduled for Q3-2022.
President and CEO
Manager, Investor Relations
Tel: 1 778 945 8977 / Toll free: 1 888 673 0663
[email protected] / www.orezone.com
For more information, please contact Orezone at +1 (778) 945-8977 or visit the Company’s website at www.orezone.com.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Caution Regarding Forward-Looking Statements
This press release contains certain information that may constitute “forward-looking information” within the meaning of applicable Canadian securities laws and “forward-looking statements” within the meaning of applicable US securities laws (collectively, “forward-looking statements”). . Forward-looking statements are frequently characterized by words such as “plan”, “expect”, “plan”, “intend”, “to believe”, “to anticipate”, “estimate”, “potential”, “possible” and other similar words, Where statements that certain events or conditions “may”, “will”, “could” or “should” occur. Forward-looking statements contained in this press release include, but are not limited to, statements regarding the Bomboré project fully funded to production and projected to have first gold by the third quarter of 2022.
All of these forward-looking statements are based on certain assumptions and analyzes made by management in light of their experience and their perception of historical trends, current conditions and forecasts. future evolutions, like good like other The factors management and the qualified people to believe are appropriate in the conditions.
All forward-looking statements are subject to various risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected. in the looking to the future statements including, corn not limit To, delays caused by the COVID-19 pandemic, terrorist attacks or other violent attacks, non-compliance by parties to contracts with contractual commitments, unexpected changes in laws, rules or regulations, or their application by the competent authorities ; failure of the parties to contracts to perform as agreed; social Where labor unrest; changes in commodity prices; unforeseen failure or insufficiency of infrastructure, possibility of project cost overruns or unforeseen costs and expenses, accidents and equipment failures, political risk, unforeseen changes in key management personnel and general economic conditions , market or business, the failure of exploration programs, including drilling programs, to produce the expected results and the failure of ongoing uncertainties and related to the availability and costs of necessary financing in the future , and other factors described in the most recent annual information form of the Company and the MD&A filed on SEDAR at www.sedar .com. Readers are cautioned not to place undue reliance on forward-looking statements.
Although the forward-looking statements contained in this press release are based on what management of the Society believe are reasonable hypotheses, the Society can not to assure investors that actual results will be consistent with these forward-looking statements. These forward-looking statements are made like of the Dated of this hurry Release and are expressly qualified in their entirety through this warning declaration. Topic To in force securities laws, the Society Is not presume all obligation to update or revise forward-looking statements contained herein to reflect events or circumstances occurring after the date of this press Release.