Premier Gold Mines Announces Overnight Marketed Financing - Seite 2

Under the proposed terms of the Second Amended and Restated Gold Prepay Agreement it is contemplated that Orion will increase the principal amount under the Existing Prepay by US$15,500,000 (the "Additional Principal Amount"), with Premier being required to deliver at least 2,450 ounces of refined gold to Orion in each quarter of a calendar year until June 30, 2020, and 1,000 ounces of refined gold thereafter (subject to upward and downward adjustments in certain circumstances), until an aggregate of 16,900 ounces of refined gold (inclusive of the ounces remaining under the Existing Prepay) have been delivered to Orion. The threshold gold price per ounce for the downward and upward adjustments to the quarterly gold quantity and the aggregate gold quantity deliverable under the Second Amended and Restated Gold Prepay Agreement will be amended to US$1,650 per ounce of gold and US$1,350 per ounce of gold, respectively. The maturity date under the Amended and Restated Gold Prepay Agreement will also be extended to June 30, 2023.

The Additional Principal Amount is expected to be used for the same purposes of the Offering. Premier's obligations under the Second Amended and Restated Gold Prepay Agreement will continue to be secured by the assets relating to the South Arturo Mine and Mercedes Mine.   The Additional Principal Amount will be subject to an original issue discount of US$155,000.

Under the terms of the Existing Offtake, Premier agreed to sell and Orion agreed to purchase gold produced from Premier's existing mining projects at a set purchase price up to 60,000 ounces of refined gold annually (the "Annual Gold Quantity"). Under the proposed terms of the Second Amended and Restated Offtake, the Annual Gold Quantity would be increased to (i) 80,000 ounces for 2020, (ii) 85,000 ounces for 2021, and (iii) 90,000 ounces annually thereafter, subject to an annual maximum of 50,000 ounces from each of Premier's producing projects. Orion and Premier have also proposed to extend the term of the Amended and Restated Offtake to March 1, 2027.

In addition, in connection with the Orion Transaction, Premier will grant Orion the right to nominate one member to Premier’s board of directors so long as Orion owns 10% or more of the outstanding common shares of Premier.

The completion of the Orion Transaction is subject to the negotiation and execution of definitive documentation evidencing the Amended and Restated Gold Prepay Agreement and the Amended and Restated Offtake Agreement, the completion of the Offering for gross proceeds of not less than approximately US$25,000,000 (including any purchase by Orion under the Offering), and the satisfaction of other customary closing conditions for a transaction of this nature, including the consent of Investec and necessary amendments to the intercreditor agreement between Investec and Orion dated January 31, 2019.