TORONTO, Dec. 16, 2019 /CNW/ - Orion Mine Finance announced that on December 13, 2019 OMF Fund II (Be) Ltd., a company managed by Orion Mine Finance Management II Limited (collectively, "Orion"), acquired 3,128,461 common shares ("Common Shares") of Doré Copper Mining Corp. (previously ChaiNode Opportunities Corp.) ("Doré") and 144,230 common share purchase warrants ("Warrants") in connection with Doré's business combination (the "Business Combination") with AmAuCu Mining Corporation ("AmAuCu") that was completed on December 13, 2019. The transaction constituted the "qualifying transaction" for Doré under Policy 2.4 of the TSXV Corporate Finance Manual. In connection with the Business Combination, Doré acquired all of the issued and outstanding securities of AmAuCu by way of a three-cornered amalgamation whereby AmAuCu amalgamated with 11588915 Canada Inc., a wholly-owned subsidiary of Doré ("Subco"), in accordance with the terms of an amalgamation agreement dated December 12, 2019, among Doré, Subco and AmAuCu. Upon the completion of the Business Combination, Orion received the Common Shares in exchange for the 3,128,461 common shares that Orion held in AmAuCu prior to the Business Combination (the "AmAuCu Shares") and the Warrants in exchange for the 144,230 common share purchase warrants that Orion held in AmAuCu prior to the Business Combination (the "AmAuCu Warrants"). Each Warrant entitles Orion to acquire one Common Share at a price of C$1.95 per Common Share and is exercisable at any time on or before November 4, 2021. Further information in respect of the Business Combination is contained in Doré's press release dated December 13, 2019, a copy of which can be found under the SEDAR profile of Doré at www.sedar.com.
Upon completion of the Business Combination, the Common Shares and Warrants acquired by Orion were issued in exchange for the AmAuCu Shares and the AmAuCu Warrants held by Orion prior to the Business Combination, without payment of additional consideration, at an exchange ratio of one Common Share for each AmAuCu Share and one Warrant for each AmAuCu Warrant. Immediately prior to the closing of the Business Combination, Orion did not own any securities of Doré. Immediately following the closing of the Business Combination, if Orion fully exercises its Warrants, it would own an aggregate of 3,272,691 Common Shares, representing approximately 12.66% of the issued and outstanding Common Shares calculated on a partially-diluted basis (based on the number of Common Shares issued and outstanding on the date of the closing of the Business Combination being 25,710,011).
Orion automatically acquired the Common Shares and Warrants upon the completion of the Business Combination. Orion holds the Common Shares and Warrants for investment purposes. Orion has no current plan or intentions which relate to, or would result in, acquiring additional securities of Doré, disposing of securities of Doré, 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 Doré's prospects and other factors Orion considers relevant, Orion may acquire additional securities of Doré 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 Doré.
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 Doré at www.sedar.com.
Forward-Looking Information
Certain statements in the press release are forward-looking statements and are prospective in nature, including statements with respect to Orion's future intentions regarding the securities of Doré. 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.
