G Mining Ventures Corp. (“
GMIN” or the
“
Corporation”) is pleased to announce that it has
completed its previously announced acquisition of the Tocantinzinho
Gold Project (“
Tocantinzinho” or the
“
Project”) for $115 million (the
“
Acquisition”) from Eldorado Gold Corporation
(“
Eldorado”). GMIN acquired all of Eldorado’s
property, assets, and rights related to the Project through the
acquisition of all the issued and outstanding shares of Brazauro
Recursos Minerais S.A. (the “
Closing”).
Louis-Pierre Gignac, President & CEO
of GMIN, commented: “Today marks a strong beginning for
GMIN, with Tocantinzinho becoming our platform for growth, and the
first step towards advancing our strategy of becoming a leading
intermediate gold producer. Tocantinzinho has all the key
attributes GMIN was looking for in an initial acquisition, with
clear visibility towards near-term construction and commercial
production. With over $66 million of cash on the balance sheet,
GMIN is well positioned to update the Project’s feasibility study
and meet its target of advancing the Project to a construction
decision for H2-22.”
The aggregate consideration of $115 million is
comprised of 46,926,372 common shares of GMIN and $20 million in
cash paid at Closing, as well as a deferred $60 million cash
payment (“Deferred Consideration) payable, at
GMIN’s option, anytime from Closing until the first anniversary of
the Project achieving commercial production. GMIN, at its option,
may defer 50% of the Deferred Consideration for 12 months subject
to a $5 million premium payable on the second anniversary of the
Project achieving commercial production (such deferred payment
totaling $35 million). Following the completion of the Acquisition,
Eldorado owns a 19.9% direct equity interest in GMIN. At the time
of this news release, the Corporation has a total of 235,810,914
common shares issued and outstanding, and a cash balance of
approximately $66 million. For further details on the Transaction,
please refer to the Corporation’s press release dated August 9,
2021.
Timetable and Next StepsOver
the next 12 months, GMIN will be focused on the following
activities:
- Completion of project optimization
studies and detailed engineering (Q4-21 through Q4-22);
- Completion of two drilling
campaigns totaling 10,000 meters (Q4-21 through Q1-22);
- Grade control drilling program to
de-risk early years of production by optimizing grade selectivity
and mine schedule;
- Exploration drilling program to
test for potential extensions of the known mineralization at depth
below the current pit;
- Completion of an updated
43-101 feasibility study (Q1-22);
- Commencement of onsite early works
activities to support infrastructure and allow for rapid start of
construction activities (Q2-22 through Q3-22);
- Finalization of a comprehensive
project finance facility to fund construction (H1-22); and
- Positive construction
decision (H2-22).
Investor Relations ServicesGMIN
is also pleased to announce that it has , subject to regulatory
approval, retained PI Financial Corp. ("PI") to
provide Market Making services in accordance with TSX Venture
Exchange ("TSXV") policies. PI will trade
securities of the Corporation on the TSXV for the purpose of
maintaining an orderly market of GMIN's securities. In
consideration of the services provided, GMIN will pay PI a monthly
cash fee of C$3,500. PI will not receive shares or options as
compensation. However, PI and its clients may have or may acquire a
direct interest in the securities of GMIN. GMIN and PI are
unrelated and unaffiliated entities. PI is a member of the
Investment Industry Regulatory Organization of Canada (IIROC) and
can access all Canadian stock exchanges and alternative trading
systems. The capital and securities required for any trade
undertaken by PI as principal will be provided by PI. The agreement
will have a minimum term of 3 months, upon which GMIN may terminate
the agreement on 30 days' notice.
About G Mining Ventures Corp.G
Mining Ventures Corp. (TSXV:GMIN) is a mineral exploration company
engaged in the acquisition, exploration and development of precious
metal projects. Its flagship asset, the permitted Tocantinzinho
Project, is located in Para State, Brazil. Tocantinzinho is an
open-pit gold deposit containing 1.8 million ounces of reserves at
1.4 g/t. The deposit is open at depth, and the underexplored 688km2
land package presents additional exploration potential.
Additional InformationFull
details of the Acquisition are set out in the Share Purchase
Agreement of Brazauro Recursos Minerais S.A. dated August 8, 2021,
which is filed by GMIN under its profile on SEDAR at
www.sedar.com.
For further information on GMIN, please visit
the website at www.gminingventures.com or contact:
Dušan PetkovićVice President,
Corporate Development & Investor
Relations647.728.4176info@gminingventures.comNeither the
TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this press
release.
Cautionary Statement on Forward-Looking
InformationAll 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:
- The Project’s stage of advancement,
de-risking level, and permitting status (notably, its “construction
ready” status as well as the “clear visibility” towards
construction and production); the Project’s estimated production
profile and mine life; the growth potential from expanded mineral
resources and exploration upside;
- The Project being the first step
towards GMIN’s vision of becoming a leading intermediate gold
producer;
- GMIN’s eventual acquisition of
additional advanced-stage development projects and operating
mines;
- The eventual role of G Mining
Services Inc. (“GMS”) assisting GMIN to bring the Project into
commercial production (notably, the “leveraging” of mine building
track record);
- The filing of an updated 43-101
technical report;
- The eventual positive construction
decision for early H2-22; and
- More generally, the above section
entitled “Timetable and Next Steps”.
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, the items listed on the above section entitled
“Timetable and Next Steps”.
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 the
Corporation will bring the Project into commercial production and
that it will acquire any other significant precious metal asset, as
future events could differ materially what is currently anticipated
by the Corporation; there can neither be any assurance that the
Corporation will be able to maintain an orderly trading market for
its common shares, with PI’s assistance or otherwise.
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 section
of the Corporation’s 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.
i Figures assume USD:CAD FX of 1.25.ii Includes the issuance on
Closing of 46,926,372 common shares of GMIN to Eldorado valued at
$34.7 million using net issue price of C$0.924, cash payment of $20
million paid on Closing, and the Deferred Consideration of $60
million.iii Source: “Technical Report Tocantinzinho Project Brazil”
dated June 21, 2019, filed on SEDAR by Eldorado on August 9, 2019.
Louis- Pierre Gignac, President & Chief Executive Officer of
GMIN, a qualified person as defined in National Instrument 43-101,
has reviewed the report on behalf of the Corporation and has
approved the technical disclosure contained in this news release.
The Corporation will file an updated technical report with respect
to the Project, in accordance with NI 43-101, by February 4,
2022.
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