Orion Mine Finance Announces Sale of Victoria Gold Corp. Shares

TORONTO, May 10, 2021 /CNW/ - Orion Mine Finance ("Orion") today announced that Orion Co-VI Ltd. ( "Orion Co-VI"), a corporation controlled by Orion, entered into an agreement  with Coeur Mining, Inc. ("Coeur") for the sale of 11,067,714 Common Shares (the "Acquired Shares") of Victoria Gold Corp. ("Victoria") at a price of C$13.20 per share which reflects a 5% discount to the trailing 30-day volume weighted price for the period ending May 7, 2021, for aggregate consideration of approximately C$146.1 million. In connection with the transaction, Orion will receive 12,785,485 shares of Coeur common stock (approximately 4.9% of the issued and outstanding Coeur shares), based on the trailing 30-day volume weighted price of US$9.17 per share, for the period ended May 7, 2021. Orion's sales of Coeur shares will be subject to certain restrictions. The transaction is expected to close on or about May 11, 2021, subject to closing conditions.

Concurrently, Coeur and Orion Co-VI entered into an agreement pursuant to which Orion Co-VI has agreed, subject to the terms and conditions thereof, among other things, to certain transfer restrictions on its remaining shares in Victoria and to support, vote in favour of, or deposit all common shares of Victoria ("Common Shares") that are not Acquired Shares, owned by Orion Co-VI or any of its affiliates in favour of any offer, proposal or transaction that would result in the acquisition by the Acquiror of more than fifty percent (50%) of the Common Shares, or all or substantially all of the assets and properties of the Issuer on a consolidated basis, should Coeur pursue such a transaction which is supported by a majority of the Board of Directors of Victoria. The support agreement is subject to termination in certain circumstances where a third party enters into an alternative transaction with Victoria which is supported by a majority of the Board of Directors of Victoria.

Immediately prior to the entry into the agreement, Orion held 22,520,324 Common Shares and 1,666,667 common share purchase warrants (the "Warrants") of Victoria. The Warrants are subject to a blocker feature, which prohibits the acquisition of additional Common Shares upon the exercise of Warrants where such issuance would result in Orion holding more than 19.99% of the outstanding Common Shares on an undiluted basis. Exercise of Warrants in excess of the 19.99% threshold will be cash-settled by Victoria. Prior to the entry into the Exchange Agreement, on a partially diluted basis and giving effect to the blocker feature of the Warrants, Orion had a securityholding percentage of 36.24% (based on 62,145,040 common shares outstanding). Immediately following the closing of the transaction, Orion will hold 11,452,610 Common Shares. On a partially diluted basis and giving effect to the blocker feature on the Warrants, Orion will have a securityholding percentage of approximately 19.99%, a decrease in its securityholding percentage of approximately 16.25%.

Orion disposed of the Acquired Shares for investment purposes. Orion has no current plan or intentions which relate to, or would result in, acquiring additional securities of Victoria, disposing of securities of Victoria, or any of the other actions enumerated above. Depending on market conditions, Orion's view of Victoria's prospects and other factors considered relevant by Orion, and subject to the support agreement, Orion may acquire additional securities of Victoria 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 Victoria.

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 Victoria at www.sedar.com. To obtain a copy of the early warning report, you may also contact Rick Gashler, Chief Compliance Officer of Orion Resource Partners (USA) LP at (212) 596-3497. Orion's address is Cumberland House, 7th Floor, 1 Victoria Street, Hamilton HM11, Bermuda.

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 Victoria. 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 II Limited