TSX: GMIN
OTCQX: GMINF
TSXV: RGD
OTCQX: RGDFF
BROSSARD, QC, July 15,
2024 /PRNewswire/ - G Mining Ventures
Corp. ("GMIN") (TSX: GMIN) (OTCQX: GMINF) and
Reunion Gold Corporation ("Reunion Gold") (TSXV: RGD)
(OTCQX: RGDFF) are pleased to announce that the business
combination between GMIN and Reunion Gold has been completed by way
of a court approved plan of arrangement under the Canada
Business Corporations Act (the "Arrangement"). The
Arrangement was overwhelmingly approved by GMIN shareholders as
well as Reunion Gold securityholders at their respective annual
general and special meetings held on July 9,
2024, and was subsequently approved by the Ontario Superior
Court of Justice (Commercial List) on July
11, 2024.
Louis-Pierre Gignac,
President, CEO and Director of GMIN, stated: "Oko West will
play an important role in realizing our vision of becoming a
leading intermediate gold producer, with its significant resource
base, excellent expansion potential and location in a
mining-friendly jurisdiction. With the close of the Oko West
acquisition, I am excited to undertake maximizing value of this
generational asset. Our team is uniquely positioned to accelerate
value creation at Oko West, leveraging our deep Guiana Shield
experience, expertise in project execution, and the tangible
synergy from the anticipated near-term free cash flow, established
system, team and equipment at Tocantinzinho. I would like to take
this opportunity to welcome Reunion Gold shareholders to the GMIN
family, and I look forward to continuing to create value for our
existing and new shareholders."
Rick Howes, President, CEO and
Director of Reunion Gold, stated "We are pleased with
the completion of the business combination and look forward to
following the advancement of the Oko West project to production. I
would like to recognize the Reunion Gold team's effort and
shareholders' continued support allowing us to rapidly advance Oko
West from discovery to development in just over three years. We are
confident that Oko West will provide a key contribution to GMIN's
vision of becoming a leading intermediate gold producer and will
benefit Guyana and all
stakeholders."
A newly incorporated successor issuer will hold and manage the
combined business of GMIN and Reunion Gold ("New GMIN"), and
has acquired, pursuant to the Arrangement, (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").
In connection with the Arrangement:
- former GMIN shareholders are receiving 0.25 of a common
share of New GMIN (each whole share, a "New GMIN Share") for
each GMIN Share held;
- former Reunion Gold shareholders are receiving 0.07125 of a
New GMIN Share and 0.05 of a common share of Greenheart Gold
Inc. ("Greenheart Gold" or "Spinco") (each whole
share, a "Spinco Share") for each Reunion Gold Share held;
and
- Reunion Gold has assigned and transferred to Greenheart
Gold, a newly created gold exploration company, all of its assets
other than the Oko West Project, including C$15 million in cash which GMIN has agreed to
fund; resulting in New GMIN holding, indirectly through Reunion
Gold, 19.9% of the outstanding Spinco Shares, and the former
Reunion Gold shareholders holding the remaining 80.1%.
In addition, with the completion of the Arrangement,
Pierre Chenard and Réjean
Gourde have joined the board of directors of New GMIN as
nominees of Reunion Gold. Carlos Vilhena, a valued member of
GMIN's Board of Directors, will step down from his position to
facilitate this transition. Carlos' significant contributions,
especially his insights in the Brazilian business landscape, were
integral to GMIN's success in Brazil and is greatly appreciated.
It is expected that the New GMIN Shares will be listed and
posted for trading on the Toronto Stock Exchange (the "TSX")
under the stock symbol "GMIN" in substitution for the presently
listed GMIN shares on or around July 17,
2024, with the shares of GMIN and Reunion Gold being
delisted from the TSX and the TSX Venture Exchange (the
"TSXV"), respectively, at the close of trading the day
before. Each of GMIN and Reunion Gold will be submitting
applications to cease to be reporting issuers under applicable
Canadian securities laws and to otherwise terminate their public
reporting obligations.
Greenheart Gold has applied to seek a listing of the Spinco
Shares on the TSXV in connection with the Arrangement, but no
assurance can be provided that such a listing will be obtained. Any
such listing will be subject to Greenheart Gold fulfilling all of
the requirements of the TSXV.
Former registered shareholders with any questions or who require
assistance with submitting their shares to the Arrangement,
including with respect to completing the applicable letter of
transmittal, and any further inquiries after submitting their
shares may be addressed to Computershare Trust Company of
Canada, who is acting as
depositary under the Arrangement, at 1-800-564-6253 (for
Shareholders in Canada and in
the United States) or at
1-514-982-7555 (for Shareholders outside Canada and the
United States). Former non‑registered shareholders with any
questions or who require assistance with submitting their shares
for the Arrangement, including with respect to completing the
applicable letter of transmittal, and any further inquiries after
the submission of their shares should contact their broker or other
intermediary.
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 Corporation and Greenheart Gold
Reunion Gold Corporation (TSXV:RGD) (OTCQX:RGDFF) is a leading
gold explorer in the Guiana Shield, South
America. In 2020, Reunion Gold 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, Reunion Gold announced an updated
Mineral Resource Estimate 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. 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 Reunion Gold's profile on SEDAR+.
Following completion of the Arrangement, Greenheart Gold intends
to focus on its gold exploration strategies in the Guiana Shield of
South America including advancing
its exploration of the Majorodam Project in Suriname.
Additional Information
For further information on GMIN, please visit the website at
www.gmin.gold.
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 common shares of New GMIN to
be listed and traded on the TSX under the symbol "GMIN" in
substitution of the former GMIN Shares; (ii) the ability of
Greenheart Gold to satisfy the conditions of the TSXV for the
listing of the Spinco Shares in a timely manner or at all, and (ii)
more generally, the quoted comments of GMIN's President & CEO
and Reunion Gold's President & CEO as well as the sections
entitled "About G Mining Ventures Corp." and "About Reunion Gold
Corporation and Greenheart Gold".
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
or Reunion Gold, as applicable, 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 quoted CEO
comments and the items listed on the above section entitled "About
G Mining Ventures Corp." and "About Reunion Gold Corporation and
Greenheart Gold".
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, New GMIN will (i) bring its Tocantinzinho Gold Project
into commercial production in the H2-2024, or at all, (ii) grow New
GMIN into the next intermediate producer, (iii) maximize the value
of the Oko West project, or (iv) accelerate value creation at Oko
West, as currently contemplated or at all, as future events could
differ materially from what is currently anticipated by New GMIN.
In addition, there can be no assurance that Oko West will play an
important role in realizing GMIN's vision of becoming a leading
intermediate gold producer, that tangible synergies will ensue from
completing the Arrangement, and that the State of Pará, in
Brazil, will remain a mining
friendly and prospective jurisdiction.
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 Reunion Gold's other filings with the
securities regulators of Canada
including, but not limited to, the cautionary statements made in
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, as well as the relevant
sections of Reunion Gold's (i) Annual Information Form dated
March 27, 2024 for the financial year
ended December 31, 2023, and (ii)
Management Discussion & Analysis. GMIN and Reunion Gold 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 Reunion Gold 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.
New GMIN – Early Warning Disclosure
Immediately prior to the completion of the Arrangement, New GMIN
did not own any GMIN Shares. Upon completion of the Arrangement,
New GMIN owned 485,636,623 GMIN Shares, representing all of the
issued and outstanding GMIN Shares.
Immediately prior to the completion of the Arrangement, New GMIN
did not own any Reunion Gold Shares. Upon completion of the
Arrangement, New GMIN owned 1,296,776,851 Reunion Gold Shares,
representing all of the issued and outstanding Reunion Gold
Shares.
Immediately prior to the completion of the Arrangement, New GMIN
did not own any Spinco Shares. Upon completion of the Arrangement,
New GMIN, through its wholly-owned subsidiary Reunion Gold, owned
16,108,523 Spinco Shares, representing 19.9% of the issued and
outstanding Spinco Shares.
In connection with the completion of the Arrangement, Reunion
Gold entered into an investor rights agreement with Spinco (the
"Spinco IRA"). Pursuant to the terms of the Spinco
IRA, Reunion Gold is afforded board nomination rights,
anti-dilution rights and certain preferential rights, including a
right of first refusal, over certain exploration and mining claims
or other interests, and is subject to certain standstill and
lock-up obligations. The Spinco IRA also affords Spinco placement
rights on certain proposed sales by Reunion Gold of Spinco Shares
and restricts Spinco from acquiring certain exploration and mining
claims or other interests. The Spinco IRA shall terminate in the
event that Reunion Gold ceases to hold direct or beneficial
interest over 10% or more of the outstanding Spinco Shares on a
non-diluted basis for a period of 20 continuous days. The foregoing
is a summary of the material provisions of the Spinco IRA, a copy
of which will be filed and made available under Spinco's SEDAR+
profile at www.sedarplus.ca.
The purpose of New GMIN's acquisition of GMIN Shares, Reunion
Gold Shares and Spinco Shares pursuant to the Arrangement was to
combine the businesses of GMIN and Reunion Gold. New GMIN also
acquired the Spinco Shares for investment purposes. New GMIN may,
from time to time, increase or decrease its investment in Spinco
through market transactions (if available), private arrangements,
treasury issuances or otherwise, including pursuant to the terms of
the Spinco IRA.
Early warning reports containing additional information with
respect to the foregoing matters will be filed under the SEDAR+
profiles of each of GMIN, Reunion Gold and Spinco, as applicable,
at www.sedarplus.ca and may also be obtained by contacting:
Marc Dagenais, Vice-President, Legal
Affairs & Corporate Secretary, G Mining Ventures Corp.,
mdagenais@gminingventures.com, +1-450-923-9176.
The head office of each of New GMIN, GMIN and Reunion Gold is
located at 5025 Lapinière Blvd., 10th Floor, Suite 1050,
Brossard, Québec J4Z 0N5,
Canada.
The registered office of Spinco is located at c/o 199 Bay
Street, Suite 5300, Commerce Court West, Toronto, Ontario M5L 1B9, Canada.
La Mancha – Early Warning Disclosure
Prior to the completion of the Arrangement, La Mancha
Investments S.à r.l. ("La Mancha") beneficially owned and
had control and direction over an aggregate of 126,993,515 GMIN
Shares, representing approximately 26% of the issued and
outstanding GMIN Shares, as well as Reunion Gold Shares. Upon
completion of the Arrangement, and accounting for the exchange of
both of its GMIN Shares as well as its Reunion Gold Shares pursuant
to the Arrangement, La Mancha acquired, and beneficially owns and
has control and direction over, an aggregate of 39,058,628 New GMIN
Shares, representing approximately 18.2% of the issued and
outstanding New GMIN Shares. No consideration was paid for the New
GMIN Shares as they were issued to La Mancha pursuant to the
Arrangement.
La Mancha holds the New GMIN Shares for investment purposes. In
the future, La Mancha may, from time to time, increase or decrease
its investment in New GMIN through market transactions, private
arrangements, treasury issuances or otherwise.
An early warning report containing additional information with
respect to the foregoing matters will be filed under New 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.
New 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.
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SOURCE G Mining Ventures Corp
