TORONTO, Nov. 17, 2020 /CNW/ - This press release is being
issued pursuant to National Instrument 62-103 – The Early
Warning System and Related Take-Over Bid and Insider Reporting
Issues in connection with the filing of an Early Warning Report
regarding the acquisition of common shares of Otso Gold Corp. (the
"Corporation"), an Alberta
corporation with its securities trading on the TSX Venture Exchange
under the symbol "OTSO" and having a head office located at 181 Bay
Street, 27th Floor, PO Box 508, Toronto,
Ontario, M5J 2S1, Canada.
On November 17, 2020, PFL Raahe Holdings LP
("Pandion"), of 40 King Street West, Suite 2100,
Toronto, Ontario, M5H 3C2,
acquired 8,496,320 common shares of the Corporation (representing
the "Top-Up Right" in respect of common shares issuable to Pandion
January 1, 2019 to the present as
described below). The transaction occurred privately pursuant
to a consent and agreement dated October 7,
2019 (the "Consent and Agreement"), which further
amended a previously amended pre-paid gold forward agreement dated
November 10, 2017 between the
Corporation (then named Nordic Gold Corp.), its wholly-owned
subsidiary at such time, Nordic Mines Marknad AB, and Pandion.
Pursuant to the Consent and Agreement, the liabilities formerly
associated with the original pre-paid gold forward agreement were
replaced with, among other things, the following:
- A loan of US$23M to be repaid to
Pandion in two instalments in full settlement, bearing no interest.
The first payment of US$11.5M is due
on April 7, 2021 with the second
US$11.5M six months thereafter
(October 7, 2021); and
- US$1.56M in contingent
consideration (the "Contingent Consideration") payable in
common shares of the Corporation upon the completion by the
Corporation of additional equity raises (the "Top-Up
Right"). Specifically, the Corporation agreed that for each
equity raise completed by private placement, Pandion would
subscribe for a pro-rata share (not to exceed 19.9% per tranche) of
any new equity raise and, in lieu of paying cash for such
subscription, Pandion agreed to convert a rateable portion of its
Contingent Consideration as its contribution in connection with
each equity raise.
Immediately prior to the acquisition, Pandion held, directly or
indirectly, or exercised control or direction over, 38,754,785
(16.6%) common shares of the Corporation. After giving effect to
the acquisition, Pandion acquired control and ownership over an
aggregate 47,251,105 common shares of the Corporation, representing
19.5 % of the Corporation's issued and outstanding common
shares.
Pandion acquired the securities for investment purposes. Pandion
may acquire or dispose of additional securities of the Corporation
in the future through the market, privately, or otherwise, as
circumstances or market conditions warrant.
A copy of the Early Warning Report disclosing the transaction
can be obtained on the Corporation's SEDAR profile at
www.sedar.com or from Pandion at 40 King Street West, Suite 2100, Toronto, Ontario, M5H 3C2 or phone: (212)
822-9780.
SOURCE PFL Raahe Holdings LP