G Mining Ventures Corp. (“
GMIN”)
(TSX: GMIN) (OTCQX: GMINF) and
Reunion Gold
Corporation (“
RGD”) (TSXV:RGD)
(OTCQX:RGDFF) are pleased to announce they have entered into a
definitive agreement (the “
Agreement”) to combine
the two companies, setting the stage for the creation of a leading
intermediate gold producer (the “
Transaction”).
Through the Transaction, GMIN will acquire RGD’s
flagship Oko West Project located in Guyana, within the Guiana
Shield region, one of the most attractive mining jurisdictions in
South America. Oko West has emerged as a globally significant gold
discovery over the last few years, with excellent potential to
become a top tier deposit that could support a large, long-life
mine complex to accelerate GMIN’s vision of building a leading
intermediate gold producer. The GMIN team, including through the
Gignac Family-owned G Mining Services (“GMS”), has
an impressive track-record of executing world-class projects in the
Guiana Shield region to generate industry leading returns for its
stakeholders.
GMIN plans to move Oko West quickly through
technical studies to a construction decision, leveraging the
considerable amount of exploration, development, and permitting
work that has already been completed by RGD, supported by the
expected free cash flow from the Tocantinzinho Gold Project
(“Tocantinzinho” or “TZ”), which
is trending on schedule and on budget for commercial production in
the second half of 2024. The Transaction sets the stage for the
creation of an Americas focused leading intermediate gold
producer.
Under the terms of the Agreement, GMIN and RGD
shareholders will receive common shares of a newly formed company
(the “New GMIN”) equivalent to RGD shareholders
being issued 0.285 GMIN common shares for each RGD common share. In
addition, RGD shareholders will receive common shares in a newly
created gold explorer (“SpinCo”) that will hold
all of RGD’s assets other than Oko West. GMIN has agreed to fund
SpinCo with $15 million.
RGD shareholders will receive estimated
consideration of $0.65 per RGD common share, an estimated
Transaction equity value of $875 million, based on the closing
price of GMIN common shares on the Toronto Stock Exchange
(“TSX”) on April 19, 2024, excluding the value of
the SpinCo consideration. This represents a premium of 29% based on
GMIN’s and RGD’s closing price and 10-day VWAP on the TSX and TSX
Venture Exchange (“TSXV”) as at April 19, 2024,
respectively, without accounting for value of SpinCo.
Upon completion of the Transaction, existing
GMIN and RGD shareholders will own approximately 57% and 43% of the
combined company on a fully-diluted in-the-money basis prior to the
concurrent US$50 million equity financing, and the combined company
and RGD shareholders will own 19.9% and 80.1%, respectively, of the
outstanding common shares of SpinCo.
Transaction Highlights
- Sets
the stage for the creation of an Americas focused leading
intermediate gold producer
- Oko West is one of the most
significant gold discoveries in the Guiana Shield and has potential
to support a large, long-life mine complex.
- Tocantinzinho is 87% complete, and
trending on schedule and on budget for commercial production in
H2-24 and is engineered to produce ~200,000 gold ounces per year
for the first five years at an attractive lowest quartile
AISC.
- Best in-class management
team ideally positioned to unlock value of Oko West through
in-house execution
- The GMIN team, including through
the Gignac Family-owned GMS, has an impressive track-record of
executing world-class projects in the Guiana Shield region, on or
ahead of schedule and on or below budget, to generate industry
leading returns for its stakeholders.
- The principals of GMS have been
continuously involved in the region since Louis Gignac led Cambior
Inc. to build its first South American operation in Guyana in the
early 1990s.
- The most recent significant gold
mine constructed in the Guiana Shield region, the Merian gold mine
operated by Newmont Corporation, was built by GMS, coming in ahead
of schedule and under budget, operating at higher than feasibility
study capacity.
- De-risked growth profile to
accelerate development of Oko West through anticipated cash flow
and funding
- Strong balance sheet and
anticipated strong cash flow generation from TZ, starting during a
period of record high commodity prices, will fund development of
Oko West to minimize additional equity dilution for shareholders
going forward.
- Supportive shareholder base
with shared vision for growth and value creation
- La Mancha Investments S.à r.l.
(“La Mancha”) will exercise its existing
anti-dilution right in connection with the Transaction and will
subscribe for US$25 million, which may be increased to US$35
million at La Mancha’s sole discretion, of common shares of
GMIN.
- La Mancha also intends to purchase
up to an additional US$10 million of GMIN shares in the open
market.
- Franco-Nevada Corporation
(“Franco-Nevada”) has agreed to subscribe for
US$25 million of common shares of GMIN on the same terms as La
Mancha.
- Compelling re-rate
potential driven by multiple near-term catalysts and enhanced
capital markets profile
- GMIN plans to move quickly through
technical studies to a construction decision, leveraging the
considerable amount of exploration, development, and permitting
work that has already been completed by RGD, and the unique
capabilities of the GMIN and GMS teams.
- GMIN has the opportunity to earn a
premium valuation based on outstanding project execution at TZ and
going forward at Oko West.
- Combined entity with strong growth
profile is expected to have greater scale, investor following,
trading liquidity, and opportunity for index inclusion.
- Creates a strong Americas
focused platform positioned for further growth
- Ideally positioned to spearhead
further regional consolidation leveraging strong regional
platform.
- Continues GMIN’s strategy of
building an Americas focused intermediate gold producer through its
Buy, Build, Operate Strategy.
Louis-Pierre Gignac, CEO, President and
Director of GMIN, stated: “Oko West has all the key
attributes GMIN is looking for in its next leg of growth. We are
well-positioned to accelerate value creation at Oko West leveraging
our unique expertise in building and operating mines on schedule
and on budget in the Guiana Shield, deep knowledge of and network
in the region, and over US$480M anticipated near-term free cash
flow from Tocantinzinhoi. The acquisition of Oko West is the second
step towards our vision of becoming a leading intermediate gold
producer, building on the team’s success at Tocantinzinho. We look
forward to continuing to advance our “Buy. Build. Operate.”
strategy to create and unlock further value for GMIN
shareholders.”
Rick Howes, CEO, President and Director
of RGD, stated: “We are very pleased to announce this
Transaction today, which we believe is a testament to the
outstanding work our team has done rapidly discovering and
advancing Oko West over the last few years. We believe that this
Transaction not only delivers our shareholders an attractive
upfront premium, but also the ability to participate with
significant ongoing ownership in the combined company, having the
opportunity to participate in an expected future re-rating as Oko
West is advanced towards production. The Transaction significantly
de-risks the advancement of Oko West given the financial strength,
free cash flow, and development capabilities that GMIN brings to
the table. Importantly, we believe this is a great outcome for the
country of Guyana, with Oko West being taken forward by a company
that will be a great steward of the asset for the benefit of the
country and its communities.”
Benefits to GMIN
Shareholders
- Oko West has emerged as a top tier
deposit that could support a large, long-life mine complex,
sequenced to benefit from TZ’s robust free cash flow.
- Strengthens portfolio and positions
GMIN to execute on its strategy of building the next intermediate
gold producer leading to further re-rate potential and index
inclusion.
- Management ideally positioned to
unlock value of Oko West, leveraging systems, equipment, expertise
and team from TZ to accelerate development timeline.
- Provides asset diversification and
improves GMIN’s long-term production and cash flow profile.
- Provides an expanded platform for
continued growth in the Americas with participation in a SpinCo
focused on exploration in the Guiana Shield.
Benefits to RGD
Shareholders
- Significant upfront premium of 29%
based on GMIN’s and RGD’s closing price and 10-day VWAP on the TSX
and TSXV as at April 19, 2024, respectively, without accounting for
value of SpinCo.
- 43% ownership in an emerging
intermediate gold producer, with a strong track-record of value
creation and share price outperformance.
- Significant continued exposure to
Oko West’s future operational profile and exploration upside,
coupled with lower execution and funding risk.
- Strong balance sheet and
anticipated strong cash flow generation from TZ, starting during a
period of record high commodity prices, will fund development of
Oko West with minimal additional equity dilution going
forward.
- Participate in the substantial
exploration upside at TZ from the 996km2 land package.
- Continued exposure to RGD
management’s substantial exploration knowledge, expertise and local
connections, providing the opportunity to uncover additional new
discoveries through SpinCo which will have $15 million in
funding.
La Mancha Equity InvestmentLa
Mancha will exercise its existing anti-dilution right in connection
with the Transaction and as such has entered into a subscription
agreement (the “Subscription Agreement”) with GMIN
pursuant to which La Mancha will subscribe for US$25 million, which
may be increased to US$35 million at La Mancha’s sole discretion,
of common shares of GMIN immediately prior to closing of the
Transaction (the “Subscription”).
La Mancha also intends to purchase up to an
additional US$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).
Vincent Benoit, Managing Partner &
Co-Chief Investment Officer of La Mancha Resource Capital
LLP, stated: “La Mancha has a long track-record of
successful investments in consolidating gold mining assets. A good
example is our transformative involvement with Endeavour Mining,
which evolved from a junior operator into a highly profitable
senior gold producer across multiple sites in West Africa. In July
2022, we acquired a 25% stake in GMIN, guided by our strategy to
back an accomplished management team in their goal to become a
leading intermediate gold producer in the Americas. This decision
capitalized on their exceptional expertise in financing, building,
and managing mining operations. Since our investment, the GMIN
stock has surged by almost 200%, affirming our investment strategy.
We are excited about the potential further growth through the
strategic merger of GMIN and RGD.”
The closing of the Subscription is expected to
occur immediately prior to the closing of the Transaction and is
subject to TSX approval and certain other conditions being met,
including confirmation that GMIN and RGD are ready to proceed with
the closing of the Transaction. The price per GMIN common share
under the Subscription is expected to be $2.28, being the 5-day
volume weighted average price of GMIN’s common shares on the TSX as
of April 19, 2024, subject to possible TSX adjustments.
The existing investor rights agreement between
GMIN and La Mancha will be terminated upon closing of the
Transaction and replaced by a new investor rights agreement to be
entered into between New GMIN and La Mancha on substantially the
same terms. Under the new investor rights agreement, La Mancha will
continue to be entitled to nominate two directors to New GMIN’s
Board of Directors, as long as it holds a minimum of 15% of New
GMIN’s outstanding common shares, and maintain customary
anti-dilution, registration, and information rights with respect to
New GMIN.
The Subscription is considered to be a "related
party transaction" for purposes of Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special Transactions
(“MI 61-101”). GMIN is exempt from the formal
valuation and minority shareholder approval requirements of MI
61-101 with respect to the Subscription, in reliance on sections
5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the fair market
value of the Subscription is not more than the 25% of GMIN’s market
capitalization.
Franco-Nevada Equity
InvestmentFranco-Nevada will subscribe for US$25 million
of common shares of GMIN immediately prior to closing of the
Transaction (the “Franco-Nevada Subscription”).
Following completion of the Transaction, it is expected that
Franco-Nevada’s shareholding will decrease from approximately 9.9%
in GMIN to approximately 7.2% in New GMIN (calculated on a basic
shares outstanding basis).
The closing of the Franco-Nevada Subscription is
expected to occur immediately prior to the closing of the
Transaction, and is subject to TSX approval and certain other
conditions being met, including confirmation that GMIN and RGD are
ready to proceed with the closing of the Transaction. The price per
GMIN common share under the Franco-Nevada Subscription will be the
same as under the La Mancha subscription.
SpinCoSpinCo’s focus will be on
acquiring and exploring gold mineral properties in Guyana outside
of a 20-km area of interest surrounding Oko West, and in Suriname.
GMIN has agreed to fund SpinCo with $15 million and in return the
combined company will obtain a 19.9% interest in SpinCo. The
combined company and SpinCo will enter into an investor rights
agreement, which will provide to the combined company certain
customary investor and other rights, including the right to
nominate one director to SpinCo’s Board.
Transaction SummaryThe
Transaction will be completed pursuant to a court-approved plan of
arrangement under the Canada Business Corporations Act. To effect
the Transaction, New GMIN will acquire all of the issued and
outstanding shares of GMIN and RGD. New GMIN, to be renamed G
Mining Ventures Corp., will apply for listing on the TSX.
The number of common shares issued by New GMIN
to GMIN and RGD shareholders will be equivalent to the combined
company undergoing a 4-to-1 share consolidation upon closing of the
Transaction (0.25 New GMIN common shares will be issued for each
GMIN common share and 0.07125 New GMIN common shares will be issued
for each RGD common share (the “Exchange
Ratio")).
RGD will be entitled to nominate two members to
the board of directors of New GMIN, in addition to the appointment
of the common director, David Fennell, to the newly created role of
Vice Chairman. New GMIN’s board of directors is expected to
comprise a total of 9 members (5 GMIN nominees, 3 RGD nominees and
1 La Mancha nominee), including Louis Gignac as Chairman and
Louis-Pierre Gignac as director, president, and CEO.
The Transaction will be subject to approval of
at least 662/3% of the votes cast by GMIN shareholders, as well as,
to the extent required under applicable law, the approval of a
simple majority of disinterested shareholders, voting at a special
meeting of GMIN shareholders, and at least 662/3% of the votes cast
by RGD shareholders, 662/3% of the votes cast by RGD shareholders
and optionholders, voting together as a single class, as well as,
to the extent required under applicable law, the approval of a
simple majority of disinterested shareholders, voting at a special
meeting of RGD securityholders. The Transaction is expected to be
completed in Q3 2024, subject to the receipt of required
securityholder, court and TSX approvals and other closing
conditions customary in transactions of this nature.
The Agreement includes reciprocal deal
protections and a reciprocal $31.2 million termination fee payable
under certain circumstances.
Voting Support
AgreementsDirectors and members of senior management of
RGD and La Mancha, as well as two subsidiaries of, and a trust
controlled by, Dundee Corporation, who in the aggregate own
approximately 29% of RGD’s common shares outstanding, have entered
into voting support agreements pursuant to which they have agreed
to vote their shares in favor of the Transaction, subject to the
terms thereof.
Additionally, directors and members of senior
management of GMIN, as well as GMIN’s three largest shareholders,
La Mancha, Eldorado Gold Corporation, and Franco-Nevada, who in
aggregate own approximately 60% of GMIN’s common shares
outstanding, have entered into voting support agreements pursuant
to which they have agreed to vote their shares in favor of the
Transaction.
Boards of Directors’
RecommendationsThe Agreement has been unanimously approved
by the disinterested Directors of the Boards of GMIN and RGD
following the unanimous recommendations of each of the Special
Committees of independent directors of GMIN and RGD (each, a
“Special Committee”). The disinterested Directors
of the Boards of GMIN and RGD each unanimously recommend that their
respective shareholders vote in favour of the Transaction.
RBC Capital Markets Inc. and Cormark Securities
Inc. have each provided a fairness opinion to the Board of
Directors and the Special Committee of GMIN, stating that, as of
the date of such fairness opinion, and based upon and subject to
the assumptions, limitations and qualifications stated in such
fairness opinions, the consideration to be received by the GMIN
shareholders under the Transaction is fair, from a financial point
of view, to such GMIN shareholders.
BMO Capital Markets has provided an opinion to
the Special Committee and the Board of Directors of RGD, stating
that as of the date of such opinion, based upon and subject to the
assumptions, limitations and qualifications set forth therein, the
Exchange Ratio is fair, from a financial point of view, to RGD
shareholders. SCP Resource Finance has provided an opinion to the
Special Committee and the Board of Directors of RGD, stating that
as of the date of such opinion, based upon and subject to the
assumptions, limitations and qualifications set forth therein, the
consideration to be received by RGD shareholders under the
Transaction is fair, from a financial point of view, to RGD
shareholders.
This press release is not intended as, and does
not constitute a solicitation of proxies or votes in connection
with the requisite RGD securityholder and GMIN shareholder approval
of the transaction. Further information will be included in
information circulars that RGD and GMIN will each prepare, file and
mail in due course to their respective securityholders in
connection with their respective securityholder meetings to approve
the transaction.
Advisors and CounselRBC Capital
Markets is acting as financial advisor to GMIN and its Board of
Directors. Blake, Cassels & Graydon LLP is acting as GMIN's
legal advisor.
BMO Capital Markets is acting as financial
advisor to RGD and its Board of Directors. Stikeman Elliott LLP is
acting as RGD’s legal advisor. SCP Resource Finance acted as
financial advisor to RGD’s Special Committee.
Norton Rose Fulbright Canada LLP is acting as La
Mancha’s legal advisor.
Conference Call and Webcast
GMIN and RGD will host a joint conference call
and webcast on Monday, April 22, 2024 at 8:30 a.m. Eastern time for
members of the investment community to discuss the Transaction.
Participants may join the conference call using the following
call-in details:
- Local and international:
1-800-836-8184
- Toronto: 1-289-819-1350
A live webcast of the conference call will be available at
https://app.webinar.net/qGlg7yL1brD
A replay of this conference call will be
available until April 29, 2024. The replay numbers are:
- Local and international:
1-888-660-6345
- Toronto: 1-289-819-1450
- Replay passcode: 25491#
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.
About Reunion Gold
CorporationReunion Gold Corporation (TSXV:RGD)
(OTCQX:RGDFF) is a leading gold explorer in the Guiana Shield,
South America. In 2020, RGD announced an exciting new greenfield
gold discovery at its Oko West project in Guyana and announced its
maiden mineral resource estimate in June 2023 after just 22 months
of resource definition drilling. In February 2024, RGD announced an
updated Mineral Resource Estimate (the “2024 MRE”) containing a
total of 4.3 Moz of gold in Indicated Resources grading 2.05 g/t
and 1.6 Moz of gold in Inferred Resources grading 2.59 g/t. This
2024 MRE includes an underground Resource containing 1.1 Moz of
gold at a grade of 3.12 g/t Au in the Inferred category. Please
refer to the Technical Report entitled “NI 43-101 Technical Report,
Oko West Gold Project, Cuyuni-Mazaruni Mining Districts, Guyana”
dated April 11, 2024, available under RGD’s profile on SEDAR+.
RGD continues to explore several additional
priority targets at Oko West that lie outside of the area of the
MRE, as well as leverage its considerable experience in the Guiana
Shield to acquire and explore additional new projects in the
region.
Additional InformationFor
further information on GMIN, please visit the website at
www.gminingventures.com or contact:
Jessie Liu-ErnstingVice
President, Investor Relations and
Communications647.728.4176info@gminingventures.com
For further information on RGD, please visit the
website at www.reuniongold.com or contact:
Doug FleggBusiness Development
Advisor450.677.2585info@reuniongold.com
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 information and forward-looking statements may
relate to G Mining Ventures Corp. (“GMIN”), Reunion Gold
Corporation (“RGD”), the newly created gold explorer (“SpinCo”),
the entity resulting from the contemplated transaction (“New GMIN”)
and the latter’s future outlook and that of its affiliates when
applicable; and to anticipated events or results, notably the
transaction completion, as contemplated; and may include statements
regarding the financial position, budgets, operations, financial
results, plans and objectives of GMIN, RGD, SpinCo, New GMIN or of
the latter’s affiliates when applicable. Statements regarding
future results, performance, achievements, prospects or
opportunities of SpinCo, New GMIN, or of its affiliates when
applicable, and similar statements concerning anticipated future
events, results, circumstances, performance or expectations,
notably the transaction completion, as contemplated, are also
forward-looking statements. Forward-looking statements contained in
this press release include, without limitation, those related
to:
- the creation of a “leading”
intermediate gold producer in the Americas, with a strong balance
sheet to develop Oko West;
- the benefits of the contemplated
transaction for GMIN and RGD shareholders;
- the H2-2024 commencement of
commercial production for the Tocantinzinho (“TZ”) Project, to be
completed on schedule, within budget and in line with the February
2022 Feasibility Study, as well as its cost and production
profiles;
- the La Mancha and Franco-Nevada
equity investments in connection with the contemplated transaction,
their respective terms and the timeline to closing thereof;
- the eventual board composition and
size for New GMIN;
- the contemplated transaction
creating a strong Americas-focused platform for future growth;
- the availability of funding to
bring Oko West to production, notably with TZ free cash flow and
with minimal equity dilution for New GMIN’s shareholders;
- the contemplated transaction’s
terms (notably the creation and funding of SpinCo and the
concurrent top up investment from La Mancha and Franco-Nevada) and
its timeline to closing;
- the compelling re-rate potential
from multiple near-term catalysts and enhanced capital markets
profile;
- SpinCo’s business focus and its
outlook; and
- more generally the quotes from the
respective CEOs of GMIN and RGD, as well as that of La Mancha’s
Managing Partner, and from the CIO of La Mancha as well as the
sections entitled “About G Mining Ventures Corp.”. and “About
Reunion Gold Corporation”.
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 GMIN and/or RGD 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 relating to the price of gold and
currency exchange rates and those underlying the items listed on
the above sections entitled “About G Mining Ventures Corp.” and
“About Reunion Gold Corporation”.
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, that:
- GMIN will eventually bring TZ into
commercial production and its cash flow will fund the accelerated
development of Oko West (minimizing potential equity dilution for
New GMIN shareholders);
- New GMIN would move quickly to a
construction decision and would eventually bring Oko West into
commercial production;
- New GMIN will become an
Americas-focused “leading” intermediate gold producer;
- the required shareholders’,
regulatory and court approvals for the contemplated transaction
will be obtained in a timely manner, or at all;
- the impressive track-record of the
GMIN and GMS teams for executing world-class projects and its past
successes in the Guiana Shield (notably, the Merian gold mine)
would be replicated at Oko West and would accelerate value creation
thereat and generate industry leading returns for New GMIN
stakeholders;
- Oko West will become a top tier
deposit that could support a large, long-life mine complex;
- the contemplated transaction will
be completed as per the terms outlined in the section entitled
“Transaction Highlights”;
- the business conditions in Brazil
and Guyana will remain favorable and the gold price will remain
high; and
- the New GMIN
shareholder base will continue to be supportive;
as future events could differ materially from
what is currently anticipated by GMIN and/or RGD management.
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 GMIN’s and RGD’s other
filings with the securities regulators of Canada including, but not
limited to, the cautionary statements made in (A) the relevant
sections of GMIN’s (i) Annual Information Form dated March 27,
2024, for the financial year ended December 31, 2023, and (ii)
Management Discussion & Analysis, and (B) the relevant sections
of RGD’s (i) Annual Information Form dated May 9, 2023, for the
financial year ended December 31, 2022, and (ii) Management
Discussion & Analysis. GMIN and RGD caution that the foregoing
list of factors that may affect future results is not exhaustive,
and new, unforeseeable risks may arise from time to time. GMIN and
RGD disclaim 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.
La Mancha – Required Early Warning
Disclosure
As of the date hereof, La Mancha owns or has
control and direction over 111,879,265 common shares of GMIN,
representing approximately 25% of the issued and outstanding common
shares of GMIN. La Mancha will acquire US$25,000,000, which may be
increased to US$35,000,000 at La Mancha’s sole discretion, of
common shares of GMIN pursuant to the Subscription. Following
completion of the Subscription, but immediately prior to closing of
the Transaction, assuming La Mancha subscribes for the maximum of
US$35,000,000 of common shares of GMIN, it is expected that La
Mancha will own 133,039,291 common shares of GMIN, representing
approximately 27.3% of the issued and outstanding common shares of
GMIN and following closing of the Transaction, it is expected that
La Mancha will own 40,570,073 common shares of New GMIN,
representing approximately 19.3% of the issued and outstanding
common shares of New GMIN.
The Subscription is being undertaken for
investment purposes and La Mancha may, from time to time, acquire
additional securities of GMIN or, following closing of the
Transaction, New GMIN or dispose of all or a portion of the common
shares of GMIN or, following closing of the Transaction, New GMIN
previously acquired or held, in open market or private
transactions.
An early warning report containing additional
information with respect to the foregoing matters will be filed
under GMIN's SEDAR+ profile at www.sedarplus.ca and may also be
obtained by contacting: Karim Nasr, Partner, La Mancha Resource
Capital LLP, karim.nasr@lamancha.com, +44.203.960.2020.
GMIN’s head office is located at 5025 Lapinière
Blvd., 10th Floor, Suite 1050, Brossard, QC J4Z 0N5 Canada.
La Mancha’s head office is located at 31-33
Avenue Pasteur, L-2311, Luxembourg, Grand Duchy of Luxembourg.
Franco-Nevada – Required Early Warning
Disclosure
As of the date hereof, Franco-Nevada owns or has
control and direction over 44,687,500 common shares of GMIN,
representing approximately 9.9% of the issued and outstanding
common shares of GMIN and 11,500,000 Warrants of GMIN.
Franco-Nevada will acquire US$25,000,000 of common shares of GMIN
pursuant to the Franco-Nevada Subscription. Following completion of
the Franco-Nevada Subscription, but immediately prior to closing of
the Transaction, it is expected that Franco-Nevada will own
59,801,805 common shares of GMIN, representing approximately 12.4%
of the issued and outstanding common shares of GMIN and following
closing of the Transaction, it is expected that Franco-Nevada will
own 14,950,451 common shares of New GMIN, representing
approximately 7.2% of the issued and outstanding common shares of
New GMIN. The foregoing amounts assume that Franco-Nevada does not
exercise its Warrants of GMIN.
The Franco-Nevada Subscription is being
undertaken for investment purposes and Franco-Nevada may, from time
to time, acquire additional securities of GMIN or, following
closing of the Transaction, New GMIN or dispose of all or a portion
of securities of GMIN or, following closing of the Transaction, New
GMIN previously acquired or held, in open market or private
transactions.
An early warning report containing additional
information with respect to the foregoing matters will be filed
under GMIN's SEDAR+ profile at www.sedarplus.ca and may also be
obtained by contacting: Lloyd Hong, Chief Legal Officer,
Franco-Nevada Corporation, hong@franco-nevada.com,
+416.306.6317.
GMIN’s head office is located at 5025 Lapinière
Blvd., 10th Floor, Suite 1050, Brossard, QC J4Z 0N5 Canada.
Franco-Nevada’s head office is located at 199
Bay Street, Suite 2000, P.O. Box 285, Commerce Court Postal
Station, Toronto, Ontario, M5L 1G9, Canada.
___________________________________
i Total after-tax free cash flow for years 1-4 per Feasibility
Study dated February 09, 2022 (filed under GMIN’s profile on Sedar,
entitled "Feasibility Study – NI 43-101 Technical Report,
Tocantinzinho Gold Project”), using US$1,600/oz gold price.
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