G Mining Ventures Announces Closing of First Tranche of Private Placement Financing
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July 22, 2022 TSXV:GMIN, OTCQB:GMINF
G Mining Ventures Announces Closing of First Tranche
of Private Placement Financing
All amounts are in US dollars unless stated otherwise
BROSSARD, QC, July 22, 2022 – G Mining Ventures Corp. (“GMIN” or the “ Corporation”) (TSXV: GMIN)
(OTCQX: GMINF) is pleased to announce that it has closed the first tranche of its previously announced non-
brokered private placement financing (the “Offering”) for gross proceeds of $ 98.5 million (the “First
Tranche”).
Pursuant to the First Tranche, the C orporation issued 1 60,062,500 GMIN common share s at a price of
C$0.80 per share, to the following investors:
o 82,875,000 common shares to La Mancha Investments S.à r.l. (“La Mancha”)
o 44,687,500 common shares to Franco-Nevada Corporation (“Franco-Nevada”)
o 32,500,000 common shares to Eldorado Gold Corporation (“Eldorado Gold”)
La Mancha, Franco-Nevada and Eldorado Gold now hold 19.8%, 10.7% and 19.0% of GMIN’s outstanding
common shares, respectively. All of the common shares sold pursuant to the First Tranche are subject to a
hold period which will expire on November 23, 2022 in accordance with applicable Canadian securities laws.
• Additionally, pursuant to the previously announced $75.0 million Term Loan facility, Franco-Nevada
has been issued 11.5 mill ion common share purchase warrants (the “ Warrants”). Each Warrant
entitles the holder to purchase one common share of the Corporation at an exercise price of C$1.90
per common share until July 21, 2027. The Warrants are subject to an acceleration clause whereby
if the volume-weighted average trading price of GMIN common shares on the TSX Venture Exchange
(the “TSXV”) is C$3.00 or greater for a period of ten (10) consecutive trading days, GMIN has the right
to accelerate the expiry date of the Warrants to 30 days from the date of delivery of a notice by GMIN
to Franco -Nevada announcing the accelerated exercise period. The Warrants have a cashless
exercise mechanism to enable Franco -Nevada to avoid its holdi ngs from exceeding 9.9% of GMIN's
common shares outstanding at the time of exercise. The Warrants are subject to a hold period which
will expire on November 23, 2022 in accordance with applicable Canadian securities laws.
• GMIN now has 48,969,770 warrants outstanding with a weighted average life of 2.82 years.
The second tranche of the Offering, which will consist of the issuance to La Mancha of a further 29,004,265
GMIN common shares at a price of C$0.80 per share, and which will be subject to a majority approval of the
disinterested GMIN shareholders pursuant to the policies of the TSXV, is expected to close in Q3-2022.
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Following the closing of the second tranche of the Offering , La Mancha, Franco-Nevada and Eldorado Gold
will hold 25.0%, 9.9% and 17.7% of GMIN’s outstanding common shares, respectively.
About G Mining Ventures Corp.
G Mining Ventures Corp. (TSXV: GMIN) (OTCQ X: GMINF) is a mineral exploration 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 Project in mining friendly and prospective Pará State, Brazil.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be
any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be
unlawful, including any of the securities in the United States of America.
Additional Information
For further information on GMIN, please visit the website at www.gminingventures.com or contact:
Jessie Liu-Ernsting
Director, Investor Relations and Communications
647.728.4176
Neither 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 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:
A. Those related to the Project financing, such as:
(i) the closing of the second tranche of its private placement in Q3-2022; and
(ii) the approval of the disinterested GMIN shareholders therefor.
B. And, more generally, the contents of the above 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 items
listed on the above section entitled “About G Mining Ventures Corp.”.
Many of these uncertainties and contingencies can directly or indirectly affect, and could cause, actual results to differ ma terially from
those expressed or implied in any forward -looking statements. There can be no assurance that, notably but without lim itation, the
Corporation will (i) close the second tranche of its private placement as outlined in this press release , (ii) make a positive construction
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decision regarding the Project in 2022 or ever , (iii) bring the Project into commercial production or ( iv) become an intermediate gold
producer, 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 m anagement’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 fr om 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 statement s 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 relevan t sections of
the Corporation’s (i) Annual Information Form dated June 3, 2022, for the financial year ended December 31, 2021, and (ii) Management
Discussion & Analysis. The Corporation cautions that the foregoing list of factors that may affect future results is not exha ustive, 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.