G Mining Ventures Announces Closing of Private Placements and Receipt of Final Order for Arrangement with Reunion Gold
G Mining Ventures Announces Closing of Private Placements and Receipt
of Final Order for Arrangement with Reunion Gold
TSX
: GMIN
OTCQX
: GMINF
All amounts are in USD unless stated otherwise
$50 million
private placements with La Mancha and Franco-Nevada has closed on
July 12
th
, 2024
Ontario Superior Court has granted the final order approving the Arrangement with Reunion Gold
Arrangement is expected to close on or around
July 15, 2024
BROSSARD, QC
,
July 12, 2024
/CNW/ -
G Mining Ventures Corp.
("
GMIN
" or the "
Corporation
") (TSX: GMIN) (OTCQX: GMINF) is pleased to announce that
it has closed its previously announced private placements with La Mancha Investments S.à r.l. ("
La Mancha
" and such private placement, the "
La Mancha
Private
Placement
") and Franco-Nevada Corporation ("
Franco-
Nevada
" and such private placement, together with the La Mancha Private Placement, the
"
Private Placements
") pursuant to which it has issued 15,114,250 common shares in the capital of GMIN ("
Common Shares
") to each of La Mancha and
Franco-Nevada, at a price of
C$2.279
per share, for aggregate proceeds of
$50 million
. These shares are subject to a hold period which will expire on
November
13, 2024
, in accordance with applicable Canadian securities laws.
GMIN is also pleased to announce that the Ontario Superior Court of Justice (Commercial List) has granted a final order dated
July 11, 2024
approving the plan
of arrangement (the "
Arrangement
") between,
inter alia
, GMIN and Reunion Gold Corporation ("
Reunion Gold
") that was previously announced on
April 22,
2024
. Under the Arrangement, a new entity ("
New GMIN
") was formed and will hold and manage the combined business of GMIN and Reunion Gold. The
common shares of New GMIN will, subject to the approval of the Toronto Stock Exchange (the "
TSX
"), be listed on the TSX in substitution of the Common
Shares.
Completion of the Arrangement remains subject to, among other things, TSX approval and the satisfaction or waiver of certain other customary closing conditions.
GMIN anticipates the Arrangement to close on or around
July 15, 2024
. It is expected that two or three business days after the closing of the Arrangement, the
common shares of New GMIN will be listed and posted for trading on TSX under the stock symbol "
GMIN
", in substitution for the presently listed Common
Shares.
Additional details about the Arrangement and the Private Placements can be found in the joint management information circular of GMIN dated
June 7, 2024
, a
copy of which is available on SEDAR+ (
www.sedarplus.ca
) under GMIN's issuer profile and on GMIN's website at
www.gmin.gold
.
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.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 anticipated closing of the Arrangement on or around
July 15, 2024
following
the satisfaction of all conditions precedent thereto, (ii) the common shares of New GMIN to trade on the TSX under the symbol "GMIN"; and (iii)
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 relating to the price of gold and currency exchange rates and 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 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 its Tocantinzinho Gold
Project into commercial production in the H2-2024, or at all, (ii) grow GMIN into the next intermediate producer, or (iii) complete the Arrangement, as currently
contemplated or at all, as future events could differ materially from what is currently anticipated by the Corporation. In addition, there can be no assurance that
the New GMIN common shares will be listed on the TSX 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 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.
La Mancha – Required Early Warning Disclosure
Prior to the completion of the Private Placements, La Mancha beneficially owned and had control and direction over an aggregate of 111,879,265 Common
Shares, representing approximately 25% of the issued and outstanding Common Shares. Upon completion of the Private Placements, but prior to closing of the
Arrangement, La Mancha acquired an additional 15,114,250 Common Shares, and beneficially owns and has control and direction over an aggregate of
126,993,515 Common Shares, representing approximately 26% of the issued and outstanding Common Shares. The cash consideration paid by La Mancha for
the aggregate of 15,114,250 Common Shares was
C$2.279
per Common Share, for a total consideration of approximately
C$34,445,376
based on the average
daily exchange rate published by the Bank of
Canada
for converting Canadian dollars into US dollars for the five (5) trading days immediately prior to
April 22,
2024
, as contemplated by the subscription agreement between La Mancha and GMIN entered into in connection with the La Mancha Private Placement.
La Mancha acquired the Common Shares for investment purposes. In the future, La Mancha may, from time to time, increase or decrease its investment in GMIN
or, following closing of the Arrangement, 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 GMIN's SEDAR+ profile at
www.sedarplus.ca
and may also be obtained by contacting:
Karim Nasr
, Partner, La Mancha Resource Capital LLP,
, +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
.
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SOURCE
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For further information:
Jessie Liu-Ernsting, Vice President, Investor Relations and Communications, 647.728.4176, [email protected]
CO: G Mining Ventures Corp
CNW 06:38e 12-JUL-24