On April 13, 2018, Victoria Gold Corp. (“Victoria”) finalized and executed definitive transaction agreements with Orion Mine Finance (“Orion”), Osisko Gold Royalties Ltd. (“Osisko”) and Caterpillar Financial Services Limited (“Cat Financial”) with respect to a construction financing package totalling approximately C$505 million in aggregate (the “Financing”) that will fund the development of the Eagle Gold project through to commercial production.
In connection with the Financing, Victoria (together, in certain cases, with its subsidiaries) entered into, with Orion:
- a credit agreement with respect to a US$75 million (approximately C$96 million) senior secured credit facility;
- a credit agreement with respect to a US$100 million (approximately C$128 million) subordinated secured credit facility;
- a subscription agreement with respect to a private placement of 150,000,000 common shares of Victoria to Orion at a price of C$0.50 per share for gross proceeds of C$75 million;
- a warrant certificate with respect to 25,000,000 common share purchase warrants issued to Orion, with each warrant entitling Orion to purchase one common share of Victoria at a price of C$0.625 per share for a period of five years;
- a gold call option certificate with respect to options on 20,000 ounces of refined gold issued to Orion at a price of US$1,485 per ounce, with an exercise date of April 13, 2023; and
- an offtake agreement entitling Orion to purchase 25% of the gold production from the Eagle Gold project on the terms set out therein.
Victoria has also (together, in certain cases, with its subsidiaries) entered into, with Osisko:
- a royalty purchase agreement and royalty agreement with respect to the granting of a 5% net smelter return royalty (subject to reduction to 3% upon the achievement of certain output thresholds) to Osisko on the Dublin Gulch property (subject to certain exclusions), which includes the Eagle Gold project for an aggregate purchase price of C$98 million; and
- a subscription agreement with respect to a private placement of 100,000,000 common shares of Victoria to Osisko at a price of C$0.50 per share for gross proceeds of C$50 million.
Separately, Victoria has also entered into, with Cat Financial, a master lease agreement with respect to a US$50 million equipment financing facility (the “CAT Facility”).
Cassels, along with Bennett Jones LLP, represented Victoria in the Orion senior secured credit facility and subordinate secured credit facility, as well as the Osisko royalty purchase agreement and royalty agreement transactions with a Cassels team that included David Budd, Carla Potter and Jenna Clark (Financial Services). Cassels also represented Victoria on the CAT Facility with a team that included Jonathan Fleisher, David Budd, Carla Potter and Hilary Fender (Financial Services).