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RCF Private Equity Fund I L.P. (formerly, Resource Capital Fund VII L.P.) (" RCF ") reports that it has filed an early warning report under National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection to its shareholdings in Orezone Gold Corporation ( TSX: ORE,OTC:ORZCF ) (the " Company " or " Orezone ").
On October 7, 2025, and October 8, 2025 RCF sold 1,001,400 common shares in the capital of Orezone (the " Orezone Shares ") at a price of C$1.61 and 16,000,000 Orezone Shares, respectively, at a price of C$1.50 per Orezone Share (collectivly the " Sales "). The trades were executed through the facilities of the Toronto Stock Exchange. The net proceeds received by RCF in respect of the sale on October 7, 2025 was C$1,605,804.98, and the net proceeds received by RCF in respect of the sale on October 8, 2025 was C$23,820,000, for aggregate net proceeds of C$25,425,804.98.
Immediately prior to the Sales, RCF owned and controlled a total of 32,415,660 Orezone Shares, representing approximately 5.42% of the issued and outstanding Common Shares. As a result of and immediately following the Sales, RCF owned and controlled a total of 15,414,260 Common Shares, representing approximately 2.58% of the issued and outstanding Orezone Shares.
RCF also holds a US$25 million convertible debenture, previously issued by the Company on October 15, 2021 and amended on December 20, 2024 (the " Amended Debenture "). Pursuant to the terms of the Amended Debenture, RCF may elect to convert the outstanding principal amount of the Amended Debenture into Orezone Shares at a conversion price of US$0.70 per Orezone Share (the " Conversion Price "), in accordance with the terms set out in the Amended Debenture.
Immediately prior to the Sales, assuming the conversion in whole of the principal amount of the Amended Debenture at the Conversion Price, RCF would have come to own an aggregate of 68,129,946 Orezone Shares, representing approximately 10.75% of the issued and outstanding Orezone Shares. As a result of and immediately following the Sales, assuming the conversion in whole of the principal amount of the Amended Debenture at the Conversion Price, RCF would come to own an aggregate of 51,128,546 Orezone Shares, representing approximately 8.07% of the issued and outstanding Orezone Shares.
RCF disposed of the Orezone Shares in accordance with RCF's investment policy to generate proceeds from its investment in Orezone. RCF may from time to time acquire additional securities of Orezone, dispose of some or all of the existing or additional securities or may continue to hold the securities of Orezone.
The Company's head office is located at Suite 450 – 505 Burrard Street, Vancouver, British Columbia V7X 1M3.
To obtain a copy of the early warning report filed under applicable Canadian securities laws in connection with the transactions hereunder, please see the Company's profile on the SEDAR+ website at www.sedarplus.ca.
About RCF Private Equity Fund I L.P.
RCF is a private investment fund existing under the laws of the Cayman Islands. RCF is ultimately managed by RCF Management LLC. For further information and to obtain a copy of the early warning report, please contact:
RCF Private Equity Fund I L.P.
1400 Wewatta Street, Suite 850
Denver, Colorado, 80202
Telephone: (720) 946-1444
Attn: Mason Hills
