Torys acted as counsel to Orion Mine Finance in the US$520 million project financing made available to Sabina Gold & Silver Corp. to fund the development of the Goose Mine in Nunavut, Canada, including a US$225 million senior secured debt facility, US$75 million gold prepay facility, US$125 million gold stream arrangement and US$95 million private placement of common shares.
On February 8, 2022, Sabina Gold & Silver Corp. (“Sabina”) announced it completed final documentation with Orion Mine Finance (“Orion”) and Wheaton Precious Metals Corp. (“Wheaton”) in connection with a construction financing package, totaling approximately US$520 million in aggregate, that will fund construction and development of the Goose Mine at Sabina’s 100% owned Back River Project in Nunavut, Canada.
The financing is comprised of a
US$125 million gold stream arrangement
US$75 million gold prepay facility
US$225 million senior secured project finance debt facility
US$95 million private placement of common shares
In connection with the financing, Sabina arranged a definitive precious metal purchase agreement under which Wheaton will pay Sabina an upfront payment of US$125 million to acquire payable gold production from Goose Mine.
The payment is to be made in four equal installments during construction, based on the remaining capital to be spent prior to the senior debt facility and the gold prepay being drawn.
Sabina also finalized arrangements with Orion for the provision of a series of financing facilities. The US$75 million gold prepay facility will be funded to two equal tranches and available subsequent to the stream arrangement with Wheaton being drawn. The US$225 million senior secured project finance debt facility will be available from the date the gold prepay facility is fully drawdown until December 31, 2024 and is to be funded in four equal tranches.
Orion will also purchase 100% of the annual refined gold production on 5 million ounces of gold delivered from the Goose Mine Project. Thereafter the quantity reduces to 20% and in the event of a change of control, Sabina has the option to repurchase 50% of the gold offtake for $27 per ounce of remaining contained gold reserves.
Both Orion and Wheaton agreed to subscribe for a total of 92,128,076 common shares of Sabina, on a private placement basis, at a price of C$1.30 per share for aggregate combined proceeds of approximately US$95 million.
Orion subscribed for 72,732,692 shares accounting for approximately US$75 million (C$95 million) of the aggregate proceeds
Wheaton subscribed for the remaining 19,395,384 shares for approximately US$20 million (C$25 million)
The private placements will be completed in multiple tranches. The first tranche (of approximately C$75.5 million) closed on February 11, 2022, with the second tranche (of approximately C$39.3 million) closing on March 8, 2022. The final tranche, which is subject to approval of the Sabina shareholders pursuant to the policies of the TSX, is expected to close in the second quarter of 2022.
Following the closing of all tranches, and assuming existing strategic investor Zhaojin International Mining Company Ltd. maintains its 9.9% ownership, Orion will own approximately 15.9% of Sabina and Wheaton will own approximately 6.8%, in each case on a basic shares outstanding basis.
Further information can be found on Globe Newswire’s website.
Sabina Gold & Silver is an emerging gold mining that 100% owns the district scale, advanced, high grade Back River Gold District in Nunavut, Canada. The Back River Gold District is an 80 km long belt, with a series of gold deposits in banded iron formation, located in southwestern Nunavut, Canada, approximately 520 km northeast of Yellowknife.
One of six properties in the Back River Gold District, Goose Mine is where the majority of the resources are and is the first mine Sabina is advancing in the District.
Orion Mine Finance is a global alternative investment management firm with approximately US$8.6 billion under management (as of September 30, 2021). It specializes in institutional metals and mining investment strategies in the base and precious metals space.
Wheaton Precious Metals is one of the world’s largest precious metals streaming companies. It enters into agreements to purchase all or a portion of the precious metals or cobalt production from high-quality mines for an upfront payment and an additional payment upon delivery of the metal. Wheaton currently has streaming agreements for 24 operating mines and 8 development stage projects.
Torys acted as counsel with a team led by Tom Zverina and Michael Pickersgill and that included Jacob Weinstock, Michael Jason and Christopher Tworzyanski (financing) and Michael Fortier (indigenous).
Torys also acted on the following in connection with this project: