Orezone GOLD Announces C$44.9 Million Private Placement and Welcomes New Strategic Investors
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
OREZONE GOLD ANNOUNCES C$44.9 MILLION PRIVATE PLACEMENT
AND WELCOMES NEW STRATEGIC INVESTORS
March 26, 2018 - Orezone Gold Corporation (ORE: TSXV) is pleased to announce that it has
entered into a non-brokered private placement of 56,150,000 common shares of the Company at
a price per share of C$0.80 for gross proceeds of C$ 44,920,000 (the “Offering”). New strategic
investors, Resource Capital Fund VII L.P. (“RCF VII”) and Coris Capital S.A. (“Coris”), will subscribe
for 42,056,250 and 3,750,000 common shares, respectively, under the Offering which will result in
RCF VII owni ng 19.99% and Coris owning 1.78% of Orezone’s issued and outstanding common
shares at closing . Two of Orezone’s largest existing shareholders will also participate in the
Offering.
No finders’ fee or commissions are payable on this Offering and all common shares issued
pursuant to this Offering will be subject to a four month hold period from the date of closing. The
Offering is scheduled to close in early April and is subject to customary conditions and to the
approval of the TSX Venture Exchange.
The Company intends to use the proceeds from the Offering to advance the development of its
90%-owned and fully permitted Bomboré Gold Project located in Burkina Faso, West Africa and for
general corporate purposes. Near -term project development activities in clude the completion of
the ongoing feasibility study followed by detailed engineering, and preparation of early -stage
construction work including the commencement of the Resettlement Action Plan, both of which
will commence in the second half of 2018.
Patrick Downey , Orezone’s President and Chief Executive Officer stated, “ This financing
commitment from RCF VII, Coris and two of our largest institutional shareholders is a strong vote
of confidence in our Bombor é project and a significant milestone for the Company. With these
funds on hand and no debt, the Company is well positioned to make a construction decision and to
commence the first phase construction of the Bombor é project later this year. Our team has
completed tremendous work over the past nine months in optimizing the flowsheet, and in
advancing the project to secure this current round of financing . We have all regulatory approvals
to see Bomboré through to production, and we can now rapidly move forward with engineering,
project development and key staffing . We look forward to working with our strategic
shareholders, the government of Burkina Faso, and all other stakeholders to make Bomboré a
great success.”
Ross Bhappu, Head of Private Equity Funds at Resource Capital Funds (“RCF”) stated “ RCF is
excited to be working with Orezone as a financial and technical partner to support the
development and construction of the Bomboré project. RCF’s financial support has actively helped
multiple global mining projects move into production over our 20 year history and we look
forward to working with Orezone to achieve the same success.”
Keith Peck, Chairman stated, “This financing demonstrates that key investors are aligned with the
Company’s belief that Bomboré can be a long -life, low -cost gold producer wi th untapped
exploration potential. We are pleased that Orezone has been able to raise close to C$45 million at
this stage of development and are privileged to welcome both RCF VII and Coris as new partners to
Bomboré.”
In connection with the Offering, the Company will enter into an Investor Rights Agreement with
RCF VII which will grant RCF VII various rights, including among other things: (a) participation rights
in favour of RCF VII to maintain its pro -rata shareholding interest in the Company for as long as it
remains at least a 10% shareholder; (b) the right to nominate up to two members to the board of
directors of the Company; (c) participation rights to subscribe for up to one -third of any future
debt or non-equity financings by the Company to assist with the construction of Bombor é, and (d)
participation on project oversight committees to assist with the development of Bomboré.
RCF is a group of commonly managed private equity funds, established in 1998 with a mini ng
sector specific investment mandate spanning all hard mineral commodities and geographic
regions. Since inception, RCF has supported 170 mining companies, with projects located in 51
countries and across 29 commodities. RCF aims to partner with companies to build strong,
successful and sustainable businesses and in doing so strives to earn superior returns for all
shareholders. Further information about RCF can be found on its website
(www.resourcecapitalfunds.com).
Coris Capital SA is a Mauritius -based company and a member of the Coris Group. Coris Capital SA
is affiliated with Coris Holding SA which is headquartered in Burkina Faso , and has activities and
investments in finance, telecom, mining and the industrial sector. The Coris Group has provided
significant debt financing to mining projects in West Africa.
An existing shareholder that is a related party of Orezone will participate in the Offering. Th is
shareholder currently has beneficial ownership, control or directi on over 11.74% of the issued and
outstanding common shares of the Company and through their additional subscription in this
offering will retain their 11.74% shareholding interest in the Company upon closing. The private
placement to th is shareholder is ex empt from the formal valuation and minority approval
requirements of MI 61 -101 and TSXV Policy 5.9 by the application of sections 5.5(a) and 5.7(1)(a)
of MI 61-101, among others.
This press release does not constitute an offer of securities for sale in the United States. The
securities being offered have not been, nor will be, registered under the United States Securities
Act of 1933, as amended, and may not be offered or sold within the United States absent U.S.
registration or an applicable exemption from U.S. registration requirements.
About Orezone Gold Corporation
Orezone is a Canadian company with a successful gold discovery track record and recent mine
development experience in Burkina Faso, West Africa. The Company owns a 90% interest in
Bomboré, a fully permitted, undeveloped oxide gold deposit in West Africa, w hich is situated 85
km east of the capital city, adjacent to an international highway.
For further information please contact Orezone at +1 (613) 241-3699 or visit the Company’s
website at www.orezone.com.
Orezone Gold Corporation
Patrick Downey,
President and Chief Executive Officer
Tel: 1 613 241 3699 / Toll Free: 1 888 673 0663
[email protected] / www.orezone.com
Patrick Downey, CEO is a Qualified Person under National Instrument 43-101 and has reviewed and approve
the technical and scientific information in this news release.
This news release contains certain “forward-looking statements” within the meaning of applicable Canadian
securities laws. Forward-looking statements and forward-looking information are frequently characterized
by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “potential”,
“possible” and other similar words, or statements that certain events or conditions “may”, “will”, “could”, or
“should” occur.
All such forward-looking statements are based on certain assumptions and analyses made by management
in light of their experience and perception of historical trends, current conditions and expected future
developments, as well as other factors management believe are appropriate in the circumstances. These
statements, however, are subject to a variety of risks and uncertainties and other factors that could cause
actual events or results to differ materially from those projected in the forward-looking statements
including, but not limited to, unexpected changes in laws, rules or regulations, or their enforcement by
applicable authorities; the failure of parties to contracts to perform as agreed; social or labour unrest;
changes in commodity prices; unexpected failure or inadequacy of infrastructure, the failure of exploration
programs, including drilling programs, to deliver anticipated results and the failure of ongoing and
contemplated studies to deliver anticipated results or results that would justify and support continued
studies, development or operations. Readers are cautioned not to place undue reliance on forward-looking
information or statements.
Although the forward-looking statements contained in this news release are based upon what management
of the Company believes are reasonable assumptions, the Company cannot assure investors that actual
results will be consistent with these forward-looking statements. These forward-looking statements are
made as of the date of this news release and are expressly qualified in their entirety by this cautionary
statement. Subject to applicable securities laws, the Company does not assume any obligation to update or
revise the forward-looking statements contained herein to reflect events or circumstances occurring after
the date of this news release.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.