| (b) | 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada M5J 2N7
95 Wellington Street West, Suite 802, Toronto, Ontario, Canada M5J 2N7
95 Wellington Street West, Suite 802, Toronto, Ontario, Canada M5J 2N7
1600 Cathedral Place, 925 West Georgia St., Vancouver, British Columbia, Canada V6C 3L2
95 Wellington Street West, Suite 800, Toronto, Ontario, Canada M5J 2N7
95 Wellington Street West, Suite 800, Toronto, Ontario, Canada M5J 2N7
95 Wellington Street West, Suite 800, Toronto, Ontario, Canada M5J 2N7
401 East Corporate Drive, Suite 200, Lewisville, Texas, 75057, USA
300 First Stamford Place, Stamford, Connecticut, USA 06902
300 First Stamford Place, Stamford, Connecticut, USA 06902
1209 Orange Street, Wilmington, Delaware, USA 19801
1209 Orange Street, Wilmington, Delaware, USA 19801
305 Madison Avenue, Morristown, New Jersey, USA, 07962
105 Adelaide Street West, 7th Floor, Toronto, Ontario, Canada M5H 1P9
105 Adelaide Street West, 7th Floor, Toronto, Ontario, Canada M5H 1P9
55 Standish Court, Suite 300, Mississauga, Ontario, Canada L5R 4B2
#12 Pine Commercial, The Pine, St Michael, Barbados BB11103
1600-925 West Georgia Street, Vancouver, British Columbia, Canada V6C 3L2
27 Richmond Road, Pembroke, Bermuda HM 08
27 Richmond Road, Pembroke, Bermuda HM 08
27 Richmond Road, Pembroke, Bermuda HM 08
27 Richmond Road, Pembroke, Bermuda HM 08
1209 Orange Street, Wilmington, Delaware, USA 19801
10 Ferry Street, Suite 313, Concord, New Hampshire, USA 03301
251 Little Falls Drive, Wilmington, Delaware, USA 19808
251 Little Falls Drive, Wilmington, Delaware, USA 19808
251 Little Falls Drive, Wilmington, Delaware, USA 19808
425 West Capitol Avenue, Suite 1800, Little Rock, Arkansas, USA 72201-3525
10 Ferry Street, Suite 313, Concord, New Hampshire, USA 03301 |
| | Except as described herein, none of the Reporting Persons, nor to the best knowledge of each of the Reporting Persons, any person listed under Item 2(c) for each of the Reporting Persons has any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of Orla, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies other than as described below.
On February 28, 2025, certain of the Reporting Persons entered into subscription agreements (the "Subscription Agreements") with Orla, pursuant to such Reporting Persons subscribed for, and Orla issued, an aggregate principal amount of $150 million in senior unsecured convertible notes (the "Convertible Notes") and an aggregate 17,551,322 common share purchase warrants to acquire Shares (the "Warrants") for an aggregate purchase price of $150 million.
The Convertible Notes bear interest at a rate of 4.5% per annum, payable in cash, and mature on March 1, 2030 (the "Maturity Date").
The Convertible Notes are convertible into Shares at the option of the holder thereof in full or in part at any time prior to the Maturity Date based on an initial conversion price of C$7.90 per Share, subject to standard anti-dilution adjustments (the "Conversion Price"), which shall be converted into dollars using a fixed exchange rate of C$1.40 per U.S. dollar.
Prior to the Maturity Date, Orla may prepay the Convertible Notes or any portion thereof in cash or, with the prior written consent of the holder of the Convertible Notes, Shares or a combination of cash and Shares, after the 18-month anniversary of the issuance, unless the 20-day volume weighted average price of Shares is less than 130% of the Conversion Price, or if a change of control is imminent (as further described therein). Additionally, Orla may prepay the Convertible Notes after the public announcement of a change of control, subject to the right of the holder thereof to elect to convert at the Conversion Price subject to closing of the change of control transaction, at a price equal to the lesser of: (a) the sum of all remaining interest payable from the redemption date to the Maturity Date plus 100% of the principal amount, and (b) the sum of all accrued and unpaid interest up to the redemption date plus 104.5% of the principal amount.Upon redemption, the Convertible Notes will convert into Shares at the Conversion Price. Orla will pay the holder of the Convertible Note all of the interest accrued and unpaid on the prepaid principal amount up to and including the redemption date.
The Warrants entitle the holders thereof to subscribe for and purchase an aggregate 17,551,322 Shares at an exercise price of C$11.50 per Share, subject in each case to standard anti-dilution adjustments. The Warrants expire on February 28, 2030.
The Forms of Subscription Agreements, Convertible Notes and Warrant Certificates are filed as Exhibits hereto and are incorporated by reference in this Item 6. The foregoing description of the agreements and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Subscription Agreements, the Convertible Notes and the Warrant Certificates respectively. |
(b)