ORION MINE FINANCE PROVIDES UPDATE ON ITS BENEFICIAL OWNERSHIP OF COMMON SHARES OF I-80 GOLD CORP.
Immediately prior to the Transactions, Orion and its affiliates (collectively, the " Orion Group") owned 20,727,351 Common Shares and 16,808,788 Warrants. Additionally, immediately prior to the Transactions, US$67,133,712 (the " Loan Amount") was outstanding under the convertible credit agreement, dated December 13, 2021 (the " Convertible Loan") between, among others, OMF Fund III (F) Ltd. (a member of the Orion Group) and i-80. The Loan Amount is comprised of the US$50 million initial principal amount and interest that has accrued since December 13, 2021, which results in additional Common Shares being issuable upon conversion of the Loan Amount. The principal amount of the Convertible Loan or any portion thereof is convertible intoCommon Shares at the option of the lenders at a conversion price of C$3.275 per CommonShare (the " Conversion Price")at any time prior to the earlier of (a) the business daypreceding maturity date of the Convertible Loan and (b) the date of repayment in full of the principal amountof the Convertible Loan and all accrued and unpaid interest thereon (the " Conversion Right Expiry Date").Accrued and unpaid interest on the principal amount of the Convertible Loan is alsoconvertible, in whole or in part, into Common Shares at the option of the lenders at anytime prior to the Conversion Right Expiry Date at a conversion price equal to the volumeweighted average trading price of the Common Shares for the five trading daysimmediately preceding the conversion of such amounts owing, subject to the approval ofthe Toronto Stock Exchange. In certain circumstances, i-80 also has the right torequire the lenders to convert all or any portion of the principal amount into CommonShares at the Conversion Price. Assuming an exchange rate of C$1.27 to US$1.00, the exchange rate prescribed under the Convertible Loan, the Loan Amount was convertible into 46,713,024 Common Shares immediately prior to the Transactions which, together with the Common Shares and Warrants held by the Orion Group immediately prior to the Transactions, represented approximately 9.58%of i-80's issued and outstanding Common Shares on a partially diluted basis (based on there being 816,047,291 Common Shares issued and outstanding and assuming conversion in full of the Loan Amount and exercise in full of the Warrants owned by the Orion Group).
Immediately following the Transactions, the Orion Group owned 17,376,551 Common Shares and 16,808,788 Warrants and, subject to the assumptions set out above, the Loan Amountwould be convertible into 46,713,024 Common Shares, representing approximately 9.20%of i-80's issued and outstanding Common Shares on a partially diluted basis, a decrease of approximately 6.20% since the date of Orion's most recently filed early warning report in respect of i-80 and approximately 0.38% compared to immediately prior to the Transactions (based on there being 816,047,291 Common Shares issued and outstanding and assuming conversion in full of the Loan Amount and exercise in full of the Warrants owned by the Orion Group). Prior to the date hereof, i-80 and Orion agreed that i-80 will not issue any Common Shares pursuant to the terms of certain Warrants and the Convertible Loan to the extent that any such issuance would result in the Orion Group owning more than 9.99% of the issued and outstanding Common Shares immediately after giving effect to such issuance, subject to a potential increase to a 19.99% cap provided that any increase will not be effective until at least 60 days after Orion delivers notice of such increase to i-80.
The Orion Group's disposition of Common Shares pursuant to the Transactions was made in the ordinary course of its business operations. T he Orion Group has no current plan or intentions which relate to, or would result in, acquiring additional securities of i-80, disposing of securities of i-80, or any of the other actions requiring disclosure under the early warning reporting provisions of applicable securities laws.Depending on market conditions, the Orion Group's view of i-80's prospects and other factors the Orion Group considers relevant, the Orion Group may acquire securities of i-80 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 i-80.
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 i-80 at www.sedarplus.com. To obtain a copy of the early warning report, you may also contact Dov Lader, Group Chief Operating Officer 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. Orion Mine Finance Management II Limited's address is Cumberland House, 7 th Floor, 1 Victoria Street, Hamilton HM11 Bermuda. i-80's head office is located at 5190 Neil Road, Suite 460, Reno, Nevada, 89502, United States of America. Orion's ownership of Common Shares is now below the reporting threshold prescribed by applicable Canadian securities laws.
Forward-Looking Information
Certain statements in the press release are forward-looking statements and are prospective in nature, including statements with respect to conversion of amounts owing under the Convertible Loan into Common Shares, the exercise of Warrants and the Orion Group's future intentions regarding the securities of i-80. 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 the Orion Group 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.
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