VANCOUVER, BC, June 30, 2021 /CNW/ - Orla Mining
Ltd. (TSX: OLA) (NYSE American: ORLA) ("Orla" or the
"Company") is pleased to announce a non-brokered prospectus
financing consisting of 9,085,263 common shares (the "Common
Shares") priced at C$4.75 per common
share for total gross proceeds of US$35,000,000 (C$43,155,000) (the "Offering").
The Offering has been subscribed to by accredited investors
under applicable securities laws, including a large institutional
investor (the "Investor"), Pierre
Lassonde, Agnico Eagle Mines Limited ("Agnico Eagle"), and
Trinity Capital Partners Corporation ("Trinity"). The Company has
entered into a binding commitment letter with the accredited
investors with respect to the Offering, where such parties have
agreed, subject to certain customary conditions and the execution
of a formal subscription agreement, to purchase the Common
Shares.
"We are pleased to add another large, reputable institution as
an Orla shareholder, and we believe this placement reflects on our
growing reputation as a company that delivers value," said
Jason Simpson, President and Chief
Executive Officer of Orla Mining. "We would also thank our existing
shareholders for their continued support, notably Pierre Lassonde, Agnico Eagle, and Trinity
Capital Partners."
The net proceeds from the financing will be used for development
activities at the Camino Rojo Oxide Gold Project and at the Cerro
Quema Oxide Gold Project, exploration activities, technical studies
on the Camino Rojo Sulphide Project, and for general corporate
purposes.
The Common Shares will be offered in Canada by way of a prospectus supplement to be
filed in all provinces and territories of Canada, except Québec, and in
the United States pursuant to a
"shelf" registration statement on Form F-10 (File No. 333-252957)
previously filed and declared effective by the U.S. Securities and
Exchange Commission (SEC) on March 15,
2021 under the multi-jurisdictional disclosure system
adopted by the securities regulatory authorities in Canada and the
United States. The Offering will be made only by means of a
prospectus supplement and accompanying prospectus that forms a part
of the registration statement. The prospectus supplement relating
to the Common Shares will be filed by the Company on SEDAR and with
the SEC. When available, copies of the prospectus supplement
relating to the registered direct offering, together with the
accompanying prospectus, can be obtained under the Company's
profile at www.sedar.com and at the SEC's website under the
Company's profile at www.sec.gov.
The Offering is expected to close on or about July 14, 2021 and is subject to certain
conditions including, but not limited to, the receipt of all
necessary approvals and listings, including the approval of the
Toronto Stock Exchange and the NYSE American.
This press release shall not constitute investment advice or an
offer to sell or the solicitation of an offer to buy securities in
the United States or in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration under the requirements of the United
States Securities Act of 1933 Act, as amended, or qualification
under applicable state securities laws.
Agnico Eagle and Mr. Pierre
Lassonde are insiders of the Company. Their participation in
the Offering constitutes a related party transaction for the
purposes of Multilateral Instrument 61-101 – Protection of
Minority Security Holders in Special Transactions ("MI
61-101"). The Offering does not result in a material change to
their respective shareholdings. The Company is relying on the
exemption from the formal valuation and minority approval
requirements set out in sections 5.5(a) and 5.7(a) of MI 61-101 as
the fair market value insofar as it relates to interested parties
is not more than 25% of Orla's market capitalization. The Company
did not file a material change report 21 days prior to closing of
the Offering as the participation of insiders of the Company in the
Offering had not been confirmed at that time.
About Orla Mining Ltd.
Orla is developing the Camino Rojo Oxide Gold Project, an
advanced gold and silver open-pit and heap leach project, located
in Zacatecas State, Central
Mexico. The project is 100% owned by Orla and covers over
160,000 hectares. The technical report for the 2021 Feasibility
Study entitled "Unconstrained Feasibility Study NI 43-101 Technical
Report on the Camino Rojo Gold Project – Municipality of
Mazapil, Zacatecas, Mexico" dated
January 11, 2021, is available on
SEDAR and EDGAR under the Company's profile at
www.sedar.com and www.sec.gov, respectively. The technical
report is also available on Orla's website at www.orlamining.com.
Orla also owns 100% of the Cerro Quema Project located in
Panama which includes a near-term
gold production scenario and various exploration targets. The Cerro
Quema Project is a proposed open pit mine and gold heap leach
operation. Please refer to the "Cerro Quema Project –
Pre-feasibility Study on the La Pava and Quemita Oxide Gold
Deposits" dated August 15, 2014,
which is also available on SEDAR at www.sedar.com.
Forward-looking Statements
This news release contains certain "forward-looking
information" and "forward-looking statements" within the meaning of
Canadian securities legislation and within the meaning of
Section 27A of the United States Securities Act of 1933, as
amended, Section 21E of the United States Exchange Act of 1934, as
amended, the United States Private Securities Litigation
Reform Act of 1995, or in releases made by the United States
Securities and Exchange Commission, all as may be amended from time
to time, including, without limitation, statements with
respect to the use of funds and expectations regarding the closing
of the offering, the Company's construction and operation of
projects, as well as its objectives and strategies. Forward-looking
statements are statements that are not historical facts which
address events, results, outcomes or developments that the Company
expects to occur. Forward-looking statements are based on the
beliefs, estimates and opinions of the Company's management on the
date the statements are made and they involve a number of risks and
uncertainties. Certain material assumptions regarding such
forward-looking statements were made, including without limitation,
that all necessary approvals for the offering will be received,
that there will be no material adverse change affecting the Company
or its properties; that all required approvals will be obtained;
that political and legal developments will be consistent with
current expectations; that currency and exchange rates will be
consistent with current levels; and that there will be no
significant disruptions affecting the Company or its properties.
Consequently, there can be no assurances that such statements will
prove to be accurate and actual results and future events could
differ materially from those anticipated in such statements.
Forward-looking statements involve significant known and unknown
risks and uncertainties, which could cause actual results to differ
materially from those anticipated. These risks include, but are not
limited to: risks related to failure to obtain necessary approvals,
uncertainties inherent in the preparation of feasibility studies,
including but not limited to, assumptions underlying the production
estimates not being realized, changes to the cost assumptions,
variations in quantity of mineralized material, grade or recovery
rates, changes to geotechnical or hydrogeological considerations,
failure of plant, equipment or processes, changes to availability
of power or the power rates, ability to maintain social license,
changes to interest or tax rates, changes in project parameters,
delays and costs inherent to consulting and accommodating rights of
local communities, environmental risks, title risks, commodity
price and exchange rate fluctuations, risks relating to COVID-19,
delays in or failure to receive access agreements or amended
permits, risks inherent in the estimation of mineral reserves and
mineral resources; and risks associated with executing the
Company's objectives and strategies, including costs and expenses,
as well as those risk factors discussed in the Company's most
recently filed management's discussion and analysis, as well as its
annual information form dated March 29,
2021, available on www.sedar.com and www.sec.gov. Except as
required by the securities disclosure laws and regulations
applicable to the Company, the Company undertakes no obligation to
update these forward-looking statements if management's beliefs,
estimates or opinions, or other factors, should change.
SOURCE Orla Mining Ltd.