Fairfax Financial sells 25 million Orla Mining shares

Executive Summary

• Fairfax Financial Holdings Ltd. sold 25 million common shares of Orla Mining Ltd. through its insurance subsidiaries for aggregate proceeds of approximately $441.1 million.
• The sale was executed at a price of $17.6435 per share and was conducted as part of a rebalancing of Fairfax's investment portfolios.
• Following the transaction, Fairfax’s ownership stake in Orla decreased from approximately 16.7% (non-diluted) to 9.4%, while retaining $15 million (U.S.) in senior unsecured convertible notes and 17,544,302 warrants.

Key Details

• Transaction Volume: 25,000,000 common shares sold.
• Sale Price: $17.6435 per common share.
• Aggregate Proceeds: Approximately $441.1 million (CAD) / $316.1 million (USD).
• Pre-Transaction Holdings:
  • 56,817,229 common shares.
  • $150 million (U.S.) principal amount of senior unsecured convertible notes (convertible at $7.90/share).
  • 17,544,302 warrants (exercise price $11.50).
  • Ownership represented ~16.7% of issued/outstanding shares (non-diluted) and ~26.3% (partially diluted).
• Post-Transaction Holdings:
  • 31,817,229 common shares.
  • $15 million (U.S.) principal amount of notes.
  • 17,544,302 warrants.
  • Ownership represents ~9.4% of issued/outstanding shares (non-diluted) and ~19.8% (partially diluted).
• Reason for Sale: Rebalancing of investment portfolios.
• Regulatory Compliance: An early warning report will be filed in accordance with applicable securities laws.

Notable Quotes

• "The share sale occurred in connection with the rebalancing of investment portfolios of Fairfax."