TORONTO, April 21, 2021 /CNW/ - Orefinders Resources
Inc. ("Orefinders" or the "Company") (TSXV: ORX) is pleased to
announce a strategic partnership with Kirkland Lake Gold Ltd.
("Kirkland Lake Gold") wherein Kirkland
Lake Gold will acquire a 9.9% interest in the Company.
Additionally, Orefinders has granted Kirkland Lake Gold Inc. a
wholly-owned subsidiary of Kirkland Lake
Gold ("KL Gold") the option to acquire up to a 75%
interest in its Mirado, McGarry and Knight projects (the
"Projects") in return for spending $60
million in exploration and development on the Projects.
"Orefinders and Mistango are excited to jointly announce this
unique partnership and equity investment with a top-tier operator
like KL Gold. We see this as a testament to our assets' quality and
our specific focus on the Kirkland
Lake district of Ontario.
With Kirkland Lake Gold's financial
and technical support, we are excited to realize our portfolio's
full potential while also seeking new acquisition opportunities,"
says Stephen Stewart, CEO of
Orefinders Resources and Chairman of Mistango.
Private Placement Financing
Orefinders will issue
Kirkland Lake Gold 24.4M common shares at $0.10 per share for gross proceeds of
C$2,440,000 (the "Private Placement
Financing").
The Private Placement Financing is subject to compliance with
applicable securities laws and receipt of regulatory approval,
including the TSX Venture Exchange. All securities issued under the
Private Placement Financing will be subject to a statutory hold
period of four months and a day from closing. Kirkland Lake Gold will also have rights of
first refusal concerning certain potential joint venture
agreements, sale agreements or royalty agreements to be entered
into between the Company and third parties, so long as KL Gold
holds an interest in the Company of 5% or greater. For so long as
Kirkland Lake Gold holds a minimum
equity interest of 5%, it will maintain anti-dilution rights
concerning certain future share issuances by the Company. It is
anticipated that the Private Placement Financing will close upon
receipt of regulatory approvals.
Option to Earn-in and Joint Venture (the "Option
Agreement")
Orefinders will grant KL Gold the option to
acquire up to an undivided 50% interest in the Projects over five
years. The Option Agreement is contingent on KL Gold spending a
total of $10M in the ground, with a
minimum commitment of C$1M before the
first-year anniversary of the effective date of the Option
Agreement and an additional C$1.5M
before the second-year anniversary of the effective date of the
Option Agreement. KL Gold, at its discretion, can complete its
commitment by paying cash directly to Orefinders based on 125% of
the remaining expenditures. Orefinders will continue to act as
Operator for the duration of the Option Agreement.
Upon successful completion of the Option Agreement, a Joint
Venture will be formed between Orefinders and KL Gold, with KL Gold
having the right to acquire an additional 25% interest by incurring
$50M spend within the first five
years of the formation of the Joint Venture (the "Second Stage
Option"). During the Second Stage Option, KL Gold will act as
Operator. Subject to the required TSXV approvals, Kirkland will be
granted a right to have its designated board nominee appointed to
the Board of the Company for so long as KL Gold holds an interest
in the Company of 5% or greater.
The Option Agreement is subject to regulatory approvals,
including approval of the TSXV, and the shareholders of the
Company, if applicable.
About the Strategic Partnership with Mistango River Resources
& Kirkland Lake Gold
In
a separate and distinct transaction, KL Gold has also entered into
an agreement with Mistango River Resources ("Mistango") (MIS: CSE),
whereby Kirkland Lake Gold will be
acquiring a 9.9% equity interest in Mistango. Additionally, KL Gold
will have the option to acquire a 75% interest in Mistango's Omega
and Kirkland West Projects in return for spending $60 million in exploration.
About Orefinders Resources Inc.
Orefinders is a Gold
exploration and development company focused exclusively within the
Abitibi Greenstone Belt. The Company is listed on the Toronto
Venture Exchange under the symbol ORX.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in
the policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this
release. Certain information in this press release may contain
forward-looking statements. This information is based on current
expectations that are subject to significant risks and
uncertainties that are difficult to predict. Actual results might
differ materially from results suggested in any forward-looking
statements. Orefinders assumes no obligation to update the
forward-looking statements or to update the reasons why actual
results could differ from those reflected in the forward
looking-statements unless and until required by securities laws
applicable to Orefinders. Additional information identifying risks
and uncertainties is contained in filings by Orefinders with
Canadian securities regulators, which filings are available under
Orefinders' profile at www.sedar.com.
For the latest updates, please contact or follow us on Twitter
@OrefindersR
SOURCE Orefinders Resources Inc.
