TSX: GMIN
OTCQX: GMINF
All amounts are in USD unless stated
otherwise
- Annual general and special shareholders meeting to be held on
July 9, 2024, to approve the
Arrangement with Reunion Gold
- GMIN Special Committee and Board unanimously recommend voting
FOR the Arrangement
- Voting support agreements signed by GMIN insiders and
shareholders who in the aggregate own approximately 60% of GMIN
common shares outstanding
- La Mancha and Franco-Nevada making concurrent equity
investment of up to $60 million
priced at C$2.279/share, in addition
to La Mancha's intention to purchase up to $10 million of GMIN shares in the open market
(once the circular is filed).
BROSSARD, QC, June 13,
2024 /PRNewswire/ - G Mining Ventures
Corp. ("GMIN" or the "Corporation") (TSX:
GMIN) (OTCQX: GMINF) announced today that it has filed its joint
management information circular (the "Circular") and related
materials for its annual general and special meeting (the
"Meeting") of the holders of common shares in the capital of
GMIN (the "GMIN Shareholders") to be held at the offices of
Blake, Cassels & Graydon LLP, in the St. Laurent Boardroom,
located at 1 Place Ville Marie, Suite 3000, Montreal, Québec H3B 4N8, on July 9, 2024 at 10:00 a.m.
(EDT).
Concurrently, Reunion Gold Corporation ("Reunion Gold")
has filed the joint management information circular and related
materials for its annual general and special meeting of
securityholders to be held on July 9,
2024 at 10:00 a.m. (EDT).
At the Meeting, GMIN Shareholders will be asked to consider and
vote on, among other things, a special resolution (the
"Arrangement Resolution") approving a statutory plan of
arrangement, subject to the terms and conditions of an arrangement
agreement dated April 22, 2024, and
amended effective as of June 7, 2024
(the "Arrangement Agreement"), entered into among GMIN,
Reunion Gold and Greenheart Gold Inc. (formerly 15963982 Canada
Inc.) ("Spinco").
Pursuant to the Arrangement Agreement, a new entity will be
incorporated to hold and manage the combined business of GMIN and
Reunion Gold ("New GMIN"), which will acquire (i) all of the
issued and outstanding common shares in the capital of GMIN (each
whole share, a "GMIN Share") and (ii) all of the issued and
outstanding common shares in the capital of Reunion Gold (each
whole share, a "Reunion Gold Share") by way of a proposed
plan of arrangement under Section 192 of the Canada Business
Corporations Act, in an all-equity business combination
transaction (the "Arrangement").
Immediately following the completion of the Arrangement:
- GMIN Shareholders will receive 0.25 of a common share of New
GMIN (each whole share, a "New GMIN Share") for each GMIN
Share held;
- Holders of Reunion Gold Shares (the "Reunion Gold
Shareholders") will receive 0.07125 of a New GMIN Share and
0.05 of a common share of Spinco for each Reunion Gold Share
held;
- Reunion Gold will assign and transfer to Spinco all of its
assets other than the Oko West Project, including C$15 million in cash which GMIN has agreed to
fund;
- Existing GMIN Shareholders and Reunion Gold Shareholders
will own approximately 57% and 43%, respectively, of New GMIN on a
fully-diluted in-the-money basis prior to the concurrent equity
financing; and
- New GMIN and Reunion Gold Shareholders will own 19.9% and
80.1%, respectively, of the outstanding common shares of
Spinco.
The Arrangement will require approval by (i) at least two-thirds
(66.67%) of the votes cast by GMIN Shareholders present in person
or represented by proxy at the Meeting, (ii) a majority of the
votes cast by GMIN Shareholders present in person or represented by
proxy at the Meeting, excluding the votes attached to the GMIN
Shares held by La Mancha Investments S.à r.l. ("La Mancha")
and its related parties and joint actors in accordance with Section
8.1(2) of Multilateral Instrument 61-101 – Protection of
Minority Security Holders in Special Transactions; and (iii)
pursuant to Sections 611(c) and 611(g) of the TSX Company Manual, a
majority of the votes cast by the GMIN Shareholders present in
person or represented by proxy at the Meeting.
Directors and members of senior management of GMIN, as well as
GMIN's three largest shareholders, La Mancha, Eldorado Gold
Corporation and Franco-Nevada Corporation ("Franco-Nevada"), who in aggregate own
approximately 60% of the outstanding GMIN Shares, have entered into
voting support agreements pursuant to which they have agreed to
vote their shares in favor of the Arrangement and any other
transactions contemplated by the Arrangement Agreement.
The GMIN Special Committee of the Board and its Board of
Directors (subject to abstentions by those directors who are
not independent of the relevant transactions) unanimously recommend
that GMIN Shareholders vote FOR the Arrangement Resolution.
GMIN Private Placements
Subject to the terms and conditions of subscription agreements
entered into between GMIN and each of La Mancha and Franco-Nevada,
the approval by the GMIN Shareholders at the Meeting and the
approval of the Toronto Stock Exchange (the "TSX"),
immediately prior to the effective time of the Arrangement, each of
La Mancha and Franco-Nevada will subscribe for such number of GMIN
Shares as is equal to, in the case of La Mancha, $25 million, which may be increased to
$35 million in La Mancha's sole
discretion, and, in the case of Franco-Nevada, $25 million (collectively, the "GMIN Private
Placements").
La Mancha also intends to purchase up to an additional
$10 million of GMIN shares in the
open market. GMIN has agreed to temporarily waive La Mancha's
standstill obligation, allowing La Mancha to increase its ownership
beyond 25.0% until the closing of the Transaction, or termination
of the Subscription Agreement. La Mancha's decision to make
purchases of GMIN shares will be at its discretion and will be
subject to market conditions, the price of GMIN shares and
applicable securities law and stock exchange requirements.
Following completion of the Transaction, it is expected that La
Mancha's shareholding will decrease from approximately 25% in GMIN
to approximately 18.7% in New GMIN (calculated on a basic shares
outstanding basis).
The price per GMIN Share under the GMIN Private Placements is
expected to be C$2.279, being the
5-day volume weighted average price of the GMIN Shares on the TSX
as of April 19, 2024, the day
immediately preceding the announcement of the Arrangement.
The closing of the GMIN Private Placements is subject to the
subscription price payable thereunder being approved by a majority
of the votes cast by the GMIN Shareholders present in person or
represented by proxy at the Meeting, excluding the votes attached
to the GMIN Shares held by La Mancha and Franco-Nevada and their
associates and affiliates (the "GMIN Private Placements
Resolution").
Receipt of Interim Order
GMIN is also pleased to announce that the Ontario Superior Court
of Justice (Commercial List) (the "Court") has granted an
interim order dated June 7, 2024
providing for the calling and holding of the Meeting and other
procedural matters relating to the Arrangement.
Completion of the Arrangement remains subject to, among other
things, the approval of the Arrangement Resolution at the Meeting,
applicable regulatory approvals (including the TSX approval) and
receipt of the final order of the Court for the Arrangement. The
Corporation anticipates the Arrangement to close on or about
July 15, 2024.
Other Matters to be Considered at the Meeting
In addition to the Arrangement Resolution and the GMIN Private
Placements Resolution, the Meeting will be held for the following
purposes:
- to receive and consider the annual consolidated financial
statements of GMIN for the financial year ended December 31, 2023 and the external auditors'
report thereon;
- to elect the directors of GMIN for the ensuing year;
- to appoint PricewaterhouseCoopers LLP as the independent
auditors of GMIN and to authorize the directors to fix the
auditors' compensation;
- to consider and, if deemed advisable, to approve, with or
without variation, an ordinary resolution ratifying and confirming
certain amendments to the by-laws of GMIN; and
- to transact such further or other business as may properly come
before the Meeting and any adjournments or postponements
thereof.
GMIN has obtained the approval of the Court and the TSX to
postpone its annual general meeting beyond June 30, 2024 to July
9 , 2024, in order that the above matters may be combined
with the special meeting called to approve the Arrangement.
Mailing of the Circular and related meeting materials has
commenced and GMIN Shareholders should receive them shortly. All of
the meeting materials can be downloaded from GMIN's website at
https://gmin.gold/en-US/investors/AGM and also from GMIN's issuer
profile on SEDAR+ at www.sedarplus.ca.
Voting
If you have any questions or need more information about voting
your GMIN Shares, please contact GMIN's strategic shareholder
advisor and proxy solicitation agent, Kingsdale Advisors, by
telephone at 1-888-518-1557 (toll-free in North America) or at 1-416-623-2516 (collect
call and text enabled outside North
America), or by email at contactus@kingsdaleadvisors.com.
Shareholders can also easily access all meeting materials and
information on voting their GMIN shares on GMIN's voting microsite
at www.gminvotes.com.
About G Mining Ventures Corp.
G Mining Ventures Corp. (TSX: GMIN) (OTCQX: GMINF) is a mining
company engaged in the acquisition, exploration and development of
precious metal projects, to capitalize on the value uplift from
successful mine development. GMIN is well-positioned to grow into
the next mid-tier precious metals producer by leveraging strong
access to capital and proven development expertise. GMIN is
currently anchored by its flagship Tocantinzinho Gold Project in
mining friendly and prospective State of Pará, Brazil.
Additional Information
For further information on GMIN, please visit the website at
www.gminingventures.com.
Cautionary Statement on Forward-Looking Information
All statements, other than statements of historical fact,
contained in this press release constitute "forward-looking
information" and "forward-looking statements" within the meaning of
certain securities laws and are based on expectations and
projections as of the date of this press release. Forward-looking
statements contained in this press release include, without
limitation, those related to (i) the Meeting to be held on
July 9, 2024; (ii) the approval of
the Arrangement and of the GMIN Private Placements by GMIN
Shareholders; (iii) the GMIN Private Placements being completed
immediately prior to the effective time of the Arrangement; (iv)
the Arrangement to close on July 15,
2024; (v) the state of things immediately following the
completion of the Arrangement, notably the ownership of New GMIN by
GMIN Shareholders and Reunion Gold Shareholders, respectively;
(vi) La Mancha's intention to purchase up to $10 million of GMIN Shares in the open market;
(vii) the price per GMIN Share under the GMIN Private
Placements expected to be C$2.279; and (viii) more
generally, the section entitled "About G Mining Ventures
Corp.".
Forward-looking statements are based on expectations,
estimates and projections as of the time of this press release.
Forward-looking statements are necessarily based upon a number of
estimates and assumptions that, while considered reasonable by the
Corporation as of the time of such statements, are inherently
subject to significant business, economic and competitive
uncertainties and contingencies. These estimates and assumptions
may prove to be incorrect. Such assumptions include,
without limitation, those underlying the statements in the "About G
Mining Ventures Corp." section.
Many of these uncertainties and contingencies can directly or
indirectly affect, and could cause, actual results to differ
materially from those expressed or implied in any forward-looking
statements. There can be no assurance that, notably but without
limitation, the Corporation will (i) bring the Tocantinzinho
Project into commercial production within budget in the second half
of 2024, or at any time thereafter, or (ii) grow into the next
intermediate producer, as future events could differ materially
from what is currently anticipated by the Corporation. There can
neither be any assurance that (i) the GMIN Shareholders will vote
in favor of the Arrangement and of the GMIN Private Placements;
(ii) the GMIN Private Placements will be completed; (iii) the
Arrangement will close; and (iv) the outcome of the Arrangement
will be as set out in this press release, as future events could
differ materially from what is currently anticipated by the
Corporation.
By their very nature, forward-looking statements involve
inherent risks and uncertainties, both general and specific, and
risks exist that estimates, forecasts, projections and other
forward-looking statements will not be achieved or that assumptions
do not reflect future experience. Forward-looking statements are
provided for the purpose of providing information about
management's expectations and plans relating to the future. Readers
are cautioned not to place undue reliance on these forward-looking
statements as a number of important risk factors and future events
could cause the actual outcomes to differ materially from the
beliefs, plans, objectives, expectations, anticipations, estimates,
assumptions and intentions expressed in such forward-looking
statements. All of the forward-looking statements made in this
press release are qualified by these cautionary statements and
those made in the Corporation's other filings with the securities
regulators of Canada including,
but not limited to, the cautionary statements made in the relevant
sections of the Corporation's (i) Annual Information Form dated
March 27, 2024, for the financial
year ended December 31, 2023, and
(ii) Management Discussion & Analysis. The Corporation cautions
that the foregoing list of factors that may affect future results
is not exhaustive, and new, unforeseeable risks may arise from time
to time. The Corporation disclaims any intention or obligation to
update or revise any forward-looking statements or to explain any
material difference between subsequent actual events and such
forward-looking statements, except to the extent required by
applicable law.
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SOURCE G Mining Ventures Corp
