Marc Prefontaine

John Graham

Pierre Lassonde

October 17, 2016 22:22 ET

Marc Prefontaine, John Graham and Pierre Lassonde Announce Change in Ownership in Orla Mining Ltd. Following Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Oct. 17, 2016) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.

Messrs. Marc Prefontaine, John Graham and Pierre Lassonde each announce their respective change in ownership in Orla Mining Ltd. ("Orla") (TSX VENTURE:OLA) following the completion of Orla's C$50 million private placement of subscription receipts (the "Subscription Receipts") announced on October 13, 2016.

Each Subscription Receipt will be automatically converted (for no further consideration and with no further action on the part of the holder thereof) into one common share of Orla (an "Orla Share") upon satisfaction of certain escrow release conditions. In connection with, and conditional upon, completion of the previously announced business combination proposed between Orla and Pershimco Resources Inc. (the "Transaction"), each Orla Share will then be automatically converted (for no further consideration and with no further action on the part of the holder thereof) into one common share of the combined entity (an "Amalco Share"). The combined entity will also issue Amalco Shares to holders of Pershimco Resources Inc. The following information was calculated on the assumption that the combined entity will issue approximately 54,222,363 Amalco Shares to holders of shares of Pershimco Resources Inc., and will have an aggregate of approximately 115,985,286 Amalco Shares issued and outstanding following conversion of the Subscription Receipts and completion of the Transaction. The Subscription Receipts will only convert in connection with completion of the Transaction. There are additional Amalco Shares that may be issued in connection with the Transaction on the occurrence of certain events. The calculations in this press release do not assume that event has occurred.

Mr. Marc Prefontaine acquired 72,000 Subscription Receipts. Assuming conversion of all of the Subscription Receipts but prior to completion of the Transaction, an aggregate of 1,891,000 Orla Shares will be directly or indirectly owned by Mr. Prefontaine, representing approximately 3.1% of the issued and outstanding Orla Shares on an undiluted basis. In addition, an aggregate of 1,470,000 common share purchase warrants ("Warrants") are, directly or indirectly, owned by Mr. Prefontaine entitling Mr. Prefontaine to acquire an equal number of Orla or Amalco Shares and 225,000 stock options ("Options") are, directly or indirectly, owned by Mr. Prefontaine. Assuming exercise of all of Mr. Prefontaine's Warrants and Options, an aggregate of 3,586,000 Orla Shares will be, directly or indirectly, owned by Mr. Prefontaine, representing approximately 5.7% of the current issued and outstanding Orla Shares on a partially-diluted basis. Assuming conversion of all of the Subscription Receipts and completion of the Transaction, Mr. Prefontaine will, directly or indirectly, own approximately 1.6% of the Amalco Shares on an undiluted basis and 3.0% of the Amalco Shares on a partially-diluted basis. As a result of the private placement of Subscription Receipts and completion of the Transaction, this represents a decrease from Mr. Prefontaine's last report where he held 5.7% of the issued and outstanding Orla Shares on an undiluted basis, or approximately 10.3% of the issued and outstanding Orla Shares on a partially diluted basis.

Mr. Graham acquired 657,000 Subscription Receipts. In addition, in connection with the Transaction, Mr. Graham will also be issued 1,500,000 common share purchase warrants exercisable into an equal number of Amalco Shares at a price of C$2.00 per Amalco Share for a period of 24 months from the date of issuance (the "Transaction Warrants"). Assuming conversion of all of the Subscription Receipts but prior to completion of the Transaction, an aggregate of 4,070,000 Orla Shares will be directly or indirectly owned by Mr. Graham, representing approximately 6.6% of the issued and outstanding Orla Shares on an undiluted basis. In addition, an aggregate of 2,983,000 Warrants are, directly or indirectly, owned by Mr. Graham entitling Mr. Graham to acquire an equal number of Orla Shares. Assuming exercise of all of Mr. Graham's Warrants an aggregate of 7,053,000 Orla Shares will be, directly or indirectly, owned by Mr. Graham, representing approximately 10.9% of the current issued and outstanding Orla Shares on a partially diluted basis. Assuming conversion of all of the Subscription Receipts, completion of the Transaction and the issuance of the Transaction Warrants, Mr. Graham will, directly or indirectly, own approximately 3.5% of the Amalco Shares on an undiluted basis and 7.1% of the Amalco Shares on a partially-diluted basis. As a result of the private placement of Subscription Receipts and completion of the Transaction (including issuance of the Transaction Warrants), this represents a decrease from Mr. Graham's last report where he held 10.7% of the issued and outstanding Orla Shares on an undiluted basis, or approximately 18.4% of the issued and outstanding Orla Shares on a partially diluted basis.

Mr. Lassonde acquired 11,847,100 Subscription Receipts. In addition, in connection with the Transaction, Mr. Lassonde will also be issued 1,500,000 Transaction Warrants. Assuming conversion of all of the Subscription Receipts but prior to completion of the Transaction, an aggregate of 15,727,100 Orla Shares will be directly or indirectly owned by Mr. Lassonde, representing approximately 25.6% of the issued and outstanding Orla Shares on an undiluted basis. In addition, an aggregate of 2,440,000 Warrants are, directly or indirectly, owned by Mr. Lassonde entitling Mr. Lassonde to acquire an equal number of Orla Shares. Assuming exercise of all of Mr. Lassonde's Warrants, an aggregate of 18,167,100 Orla Shares will be, directly or indirectly, owned by Mr. Lassonde, representing approximately 28.4% of the current issued and outstanding Orla Shares on a partially diluted basis. Assuming conversion of all of the Subscription Receipts, completion of the Transaction and the issuance of the Transaction Warrants, Mr. Lassonde will, directly or indirectly, own approximately 13.6% of the Amalco Shares on an undiluted basis and 16.4% of the Amalco Shares on a partially-diluted basis. As a result of the private placement of Subscription Receipts and completion of the Transaction (including issuance of the Transaction Warrants), this represents an increase on an undiluted basis from Mr. Lassonde's last report where he held 12.2% of the issued and outstanding Orla Shares and a decrease on a partially diluted basis from Mr. Lassonde's last report where he held approximately 18.4% of the issued and outstanding Orla Shares.

Each of Messrs. Prefontaine, Graham and Lassonde advised Orla that they acquired the Subscription Receipts and will acquire the Transaction Warrants, as applicable, for investment purposes and indicated that they will review their respective holdings from time to time and may increase or decrease their respective positions as future circumstances may dictate.

The early warning reports of Messrs. Prefontaine, Graham and Lassonde, as required under National Instrument 62-103, contain additional information with respect to the foregoing matters and will be filed under Orla's SEDAR profile at www.sedar.com.

Contact Information

  • Marc Prefontaine
    John Graham
    Pierre Lassonde
    Suite 1240, 1140 West Pender Street
    Vancouver, BC V6E 4G1
    (604) 681-8030