G Mining Ventures Announces Shareholder Approval of Arrangement with Reunion Gold
G Mining Ventures Announces Shareholder Approval of
Arrangement with Reunion Gold
TSX
: GMIN
OTCQX
: GMINF
All amounts are in USD unless stated otherwise
G Mining shareholders overwhelmingly approved the combination with Reunion Gold
The arrangement is expected to close on or around
July 15
th
, 2024
The
$50 million
private placement with La Mancha and Franco-Nevada was also approved and is expected to close on or around
July 12
th
,
2024
BROSSARD, QC
,
July 9, 2024
/CNW/ -
G Mining Ventures Corp.
("
GMIN
" or the "
Corporation
") (TSX: GMIN) (OTCQX: GMINF) is pleased to
announce that its shareholders (the "
Shareholders
") have approved a special resolution (the "
Arrangement Resolution
") authorizing the plan of
arrangement (the "
Arrangement
") with Reunion Gold Corporation ("
Reunion Gold
"), previously announced on
April 22, 2024
, at the annual
general and special meeting of Shareholders held earlier today (the "
Meeting
"). Under the Arrangement, a new entity ("
New GMIN
") will be
formed to hold and manage the combined business of GMIN and Reunion Gold, which, subject to the approval of the Toronto Stock Exchange (the
"
TSX
"), will be listed on the TSX in substitution of GMIN.
For the Arrangement to proceed, the Arrangement Resolution required approval by (i) at least two-thirds of the votes cast by the Shareholders
present in person or represented by proxy at the Meeting, (ii) a majority of the votes cast by the Shareholders present in person or represented
by proxy at the Meeting, excluding the votes attached to the shares held by La Mancha Investments S.à r.l. ("
La Mancha
") and its related parties
and joint actors; and (iii) pursuant to the rules of the TSX, a majority of the votes cast by the Shareholders present in person or represented by
proxy at the Meeting.
The Arrangement Resolution was approved as detailed below:
Votes For
% For
Votes Against
% Against
Total votes
405,748,930
100.00 %
16,258
0.00 %
Votes excluding La Mancha
293,869,665
99.99 %
16,258
0.01 %
At the Meeting, Shareholders also approved the subscription price of
C$2.279
at which, subject to the approval of the TSX, La Mancha and
Franco-Nevada Corporation ("
Franco-
Nevada
") are to complete private placement investments in GMIN for expected aggregate proceeds of
$50
million
(
US$25 million
by each) (collectively, the "
GMIN Private Placements
").
For the GMIN Private Placements to proceed, the resolution approving the subscription price (the "
GMIN Private Placements Resolution
")
required approval by a majority of the votes cast by the Shareholders present in person or represented by proxy at the Meeting, excluding the
votes attached to the shares held by La Mancha and Franco-Nevada and their associates and affiliates.
The GMIN Private Placements Resolution was approved as detailed below:
Votes For
% For
Votes Against
% Against
Votes excluding La Mancha and Franco-Nevada
248,771,832
99.83 %
426,591
0.17 %
In addition to the Arrangement Resolution and the Private Placements Resolution, at the Meeting, Shareholders also approved:
1. the election of
Louis Gignac Sr.
,
David Fennell
,
Louis-Pierre Gignac
, Elif Lévesque,
Norman MacDonald
,
Karim Nasr
,
Jason Neal
,
Carlos
Vilhena
and
Sonia Zagury
as directors of GMIN, as detailed below:
Votes For
% For
Votes Against
% Against
Louis Gignac Sr.
395,641,126
97.50 %
10,124,062
2.50 %
Louis-Pierre Gignac
405,729,330
99.99 %
35,858
0.01 %
David Fennell
385,298,337
94.96 %
20,466,851
5.04 %
Elif Levesque
401,414,401
98.93 %
4,350,787
1.07 %
Norman MacDonald
402,400,611
99.17 %
3,364,577
0.83 %
Karim Nasr
385,881,079
95.10 %
19,884,109
4.90 %
Jason Neal
405,727,561
99.99 %
37,627
0.01 %
Carlos Vilhena
404,150,610
99.60 %
1,614,578
0.40 %
Sonia Zagury
400,959,041
98.82 %
4,806,147
1.18 %
2. the appointment of PricewaterhouseCoopers LLP as the independent auditors of GMIN for the ensuing year, as detailed below:
Votes For
% For
Votes Withheld
% Withheld
412,562,710
99.95 %
186,679
0.05 %
3. certain amendments to the by-laws of GMIN, as detailed below:
Votes For
% For
Votes Against
% Against
391,479,929
96.48 %
14,285,259
3.52 %
Transaction Update
In addition to the approval by GMIN shareholders, GMIN was advised that Reunion Gold shareholders approved the Arrangement at their annual
general and special meeting held earlier today.
The Arrangement is expected to become effective on or around
July 15, 2024
, subject to, among other things, GMIN obtaining a final order from
the Ontario Superior Court of Justice (Commercial List) (the "
Court
") in respect of the Arrangement and the satisfaction or waiver of certain other
customary closing conditions. 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 GMIN shares.
The GMIN Private Placements are expected to close on or around
July 12, 2024
, subject to the satisfaction or waiver of certain customary closing
conditions, as well as the approval of the TSX.
Additional details about the Arrangement, the GMIN Private Placements and the other matters in respect of which the Shareholders voted earlier
today can be found in the joint management information circular dated
June 7, 2024
prepared in connection with the Meeting, 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
.
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
GMIN Private Placements on or around
July 12, 2024
; (ii) the anticipated closing of the Arrangement on or around
July 15, 2024
following the
satisfaction of all conditions precedent thereto, notably the final order being obtained from the Court; (iii) the common shares of New GMIN to
trade on the TSX under the symbol "GMIN"; and (iv)
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 GMIN Private Placements and 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
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.
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For further information:
Additional Information: For further information on GMIN, please visit the website at www.gmin.gold or contact: Jessie
Liu-Ernsting, Vice President, Investor Relations and Communications, 647.728.4176, [email protected]
CO: G Mining Ventures Corp
CNW 17:00e 09-JUL-24