Orion Mine Finance Announces Equity Investment in Highland Copper

TORONTO, Aug. 4, 2021 /CNW/ - Orion Mine Finance announced today that Orion Mine Finance Fund III LP, a limited partnership managed by Orion Mine Finance Management III LLC (collectively with its affiliates referred to below, "Orion"), entered into a subscription agreement with Highland Copper Company Inc. ("Highland Copper") on August 3, 2021 pursuant to which Orion agreed to purchase 62,310,000 units of Highland Copper ("Units") at a price of C$0.10 per Unit for an aggregate purchase price of C$6,231,000 (the "Transaction"). The Transaction is being made in connection with a non-brokered private placement of Highland Copper of approximately 260,000,000 Units to raise up to C$26 million (the "Offering"). Each Unit will consist of one common share of Highland Copper (a "Common Share") and one half of one Common Share purchase warrant (each whole warrant, a "Warrant"), with each Warrant exercisable to acquire one Common Share at a price of C$0.18 per Common Share for a period of 24 months from the closing date of the Offering.

In addition, on August 3, 2021, Sweetwater Royalties ("Sweetwater"), an affiliate of Orion Mine Finance III, entered into a share purchase agreement with Highland Copper and a wholly-owned subsidiary of Highland Copper, Upper Peninsula Copper Holdings Inc. ("UPCH"), pursuant to which Sweetwater agreed to purchase from UPCH all of the issued and outstanding shares of UPX Minerals Inc. ("UPX Minerals"), an indirect wholly-owned subsidiary of Highland Copper (the "UPX Transaction"). UPX Minerals holds properties in the Upper Peninsula of the State of Michigan, USA. Sweetwater agreed to acquire UPX Minerals for cash consideration of US$3 million and the assumption of the US$15 million principal amount owing under a promissory note and interest owing thereunder. The UPX Transaction will result in Sweetwater controlling approximately 447,842 mineral acres in the Upper Michigan area near the Eagle Mine.

The closing of the Transaction is conditional on the closing of the UPX Transaction and the closing of the UPX Transaction is conditional on Highland Copper having raised not less than US$12.5 million in the Offering, inclusive of the Orion's participation through the Transaction. Further information in respect of the Offering and the UPX Transaction is contained in Highland Copper's press release dated August 3, 2021, a copy of which can be found under the SEDAR profile of Highland Copper at www.sedar.com.

Immediately prior to the Transaction, Orion owned and controlled 141,670,434 Common Shares, with its affiliates Orion Mine Finance Fund II LP and Betelgeuse LLC holding 67,250,000 Common Shares and 74,420,434 Common Shares, respectively, representing approximately 30% of the issued and outstanding Common Shares (based on there being 472,933,689 Common Shares issued and outstanding). Orion will be acquiring ownership and control of 62,310,000 Common Shares and 31,155,000 Warrants in the Transaction. Immediately following the closing of the Transaction (the "Closing") it is anticipated that Orion will own and control 203,980,434 Common Shares and 31,155,000 Warrants. It is expected that Orion may complete internal Common Share transfers on or about the date of the Closing such that Orion Mine Finance Fund III LP will ultimately hold all of Orion's Common Shares. Following the Closing, assuming the Offering is fully subscribed, Orion's securityholding percentage in the Common Shares will be approximately 31% calculated on a partially-diluted basis (assuming exercise in full of Orion's Warrants).

Orion will acquire the Units for investment purposes. Orion has no current plan or intentions which relate to, or would result in, acquiring additional securities of Highland Copper, disposing of securities of Highland Copper, or any of the other actions requiring disclosure under the early warning reporting provisions of applicable securities laws. Depending on market conditions, Orion's view of Highland Copper's prospects and other factors Orion considers relevant, Orion may acquire additional securities of Highland Copper from time to time in the future, in the open market or pursuant to privately negotiated transactions, or may sell all or a portion of its securities of Highland Copper.

This news release is being issued under the early warning reporting provisions of applicable securities laws. An early warning report with additional information in respect of the foregoing matters will be filed and made available under the SEDAR profile of Highland Copper at www.sedar.com. To obtain a copy of the early warning report, you may also contact Rick Gashler, Chief Compliance Officer of Orion Resource Partners (USA) LP at 212-596-3497. Orion's address is 251 Little Falls Drive, Wilmington, Delaware, USA. Highland Copper's head office is 1111 St-Charles St. W., East Tower – Suite 1155, Longueuil, Quebec, J4K 5G4.

Forward-Looking Information

Certain statements in this press release are forward-looking statements and are prospective in nature, including statements with respect to the completion of the UPX Transaction and the Transaction and Orion's future intentions regarding the securities of Highland Copper. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Such forward-looking statements should therefore be construed in light of such factors, and Orion is not under any obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

SOURCE Orion Mine Finance Management III LLC