G Mining Ventures Closes US$116 million Private Placement Financing
Page | - 1 -
September 07, 2022 TSXV:GMIN
OTCQX:GMINF
G Mining Ventures Closes US$116 million
Private Placement Financing
All amounts are in US dollars unless stated otherwise
BROSSARD, QC, September 07, 2022 – G Mining Ventures Corp. (“GMIN” or the “Corporation”) (TSXV:
GMIN) (OTCQX: GMINF) is pleased to announce that it has closed the second and final tranche (the “Second
Tranche”) of its non-brokered private placement financing (the “ Placement”) announced on July 18, 2022 .
Under the first and second tranches of the Placement, the Corporation issued an aggregate of 189,066,765
common shares at C$0.80 per share for aggregate gross proceeds to GMIN of C$151.3 million ( $116.3
million). The funds will be used for the development and construction of its 100% owned Tocantinzinho Gold
Project (the “Project”).
Pursuant to the Second Tranche, the C orporation issued 29,004,265 GMIN common share s at a price of
C$0.80 per share to La Mancha Investments S.à r.l. (“La Mancha ” or the “ Investor”) for gross proceeds of
C$23.2 million ($17.8 million). The common shares sold pursuant to the Second Tranche are subject to a hold
period which will expire on January 8, 2023 in accordance with applicable Canadian securities laws. La
Mancha acquired such common shares for investment purposes. In the future, La Mancha may, from time to
time, increase or decrease its investment in GMIN through market transactions, private arrangements,
treasury issuances or otherwise.
Closing of the first tranche of the Placement (the “First Tranche”) took place on July 22, 2022, pursuant to
which the Corporation issued 160,062,500 common shares at a price of C$0.80 per share for gross proceeds
of C$128.1 million ($98.5 million). Following the closing of the First Tranche and prior to the closing of the
Second Tranche, La Mancha held 82,875,000 common shares of GMIN, which represented approximately
19.8% of GMIN’s then outstanding common shares, For additional details regarding the Placement , please
refer to the news releases of the Corporation dated July 18, 2022 and July 22, 2022 available on the GMIN
website as well as the SEDAR profile of the Corporation on www.sedar.com.
Following the closing of the Second Tranche, La Mancha holds 111,879,265 common shares of GMIN, which
represent approximately 25.0% of GMIN’s outstanding common shares, and the holdings of Eldorado Gold
Corporation (“Eldorado”) and Franco-Nevada Corporation now total 17.7% and 9.9%, respectively. Members
of the Gignac Family, along with GMIN directors and officers , are collectively the fourth largest shareholder
holding 7.8% of GMIN’s outstanding common shares.
In connection with the Placement, the Corporation and the Investor entered into an investor rights
agreement (the "IRA") granting the Investor certain director nomination, anti-dilution, and registration rights,
and which is further described in the news release of the Corporation dated July 18, 2022 . Pursuant to the
terms of the I RA, the Investor has partially exercised its right to nominate two directors to the board of the
Corporation (the "Board") by nominating Mr. Karim-Michel Nasr, who has been appointed to the Board . A
second nominee will follow at a later date.
Page | - 2 -
Louis-Pierre Gignac, President & Chief Executive Officer of GMIN , commented : “We are pleased to
welcome Karim to the GMIN team. Karim’s experience in growing companies into multi- billion corporations
will be invaluable in our growth story into the next intermediate gold producer , starting with our fully
financed Tocantinzinho Project. We look forward to commencing full construction activities at
Tocantinzinho, as the early works program continues to progress according to plan."
Mr. Nasr is Managing Partner & C o-Chief Investment Officer of La Mancha Capital Adviso ry LLP. He has
over 25 years of experience in corporate finance and investments, especially in the technology, media, and
telecom (TMT) sector. Mr. Nasr joined La Mancha in 2018 as CFO and bec ame Managing Partner & C o-CIO
in 2019. From 2011 to 2017, he was CEO of Digital World Capital LLP (DWC), an alternative asset manager
specialised in TMT ; in that capacity , he managed the Cross Comms fund, a long/short equity & credit fund
investing in Telecom & Media securities, and he advised clients on special situation investments. From 2001
to 2011, Mr. Nasr was a member of the Executive and Investment Committees of Wind Telecom and Orascom
Telecom, in charge of Corporate Finance, rais ing US$68 billion in capital and closing US$67 billion in M&A
transactions. In particular, he led the 2011 US$25 billion merger with VEON, the 2005 US$17 billion Wind
Telecom leveraged buy-out and managed the 2009 EUR3.8 billion debt restructuring of Wind Hellas in
Greece. Mr. Nasr also serves on the Board of Elemental Altus Royalties. He holds a Master’s in Management
from the University of Paris IX. He is fluent in English, Arabic, and French.
The portion of the First Tranche that comprised the issuance of 32,500,000 GMIN common shares to
Eldorado for gross proceeds of C$26.0 million ($20.0 million) constituted a related party transaction within
the meaning of Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions
(“Regulation 61 -101”) given that, at the time, Eldorado was an 18.2% shareholder of the Corporation.
However, this portion of the F irst Tranche was exempt from the formal valuation and minority approval
requirements applicable to related party transactions under Regulation 61 -101 as its fair market did not
exceed 25% of the Corporation’s market capitalization. For further information, please see the Corporation’s
Material Change Report dated July 25, 2022 which is available under the Corporation’s profile on the SEDAR
website at www.sedar.com.
Advisors:
BMO Capital Markets acted as exclusive financial advisor and Blake, Cassels & Graydon LLP acted as legal
advisor to GMIN in connection with the La Mancha strategic investment.
Timetable and Next Steps
With the project financing closed, the Corporation will be focused on the following activities:
o Positive construction decision in Q3-22;
o Finalization and results of 10,000-meter exploration and drilling program in Q4-22;
o Completion of detailed engineering through H1-23;
o Issuance of inaugural ESG report in 2023; and
o Expected first gold production in H2-24 with the first year of full production in 2025.
Page | - 3 -
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
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.
About La Mancha and La Mancha Fund SCSp
La Mancha is a wholly -owned subsidiary of La Mancha Fund SCSp (the “ Fund”), a Luxembourg based
investment fund advised by La Mancha Capital Advisory LLP that is focused on investments in the precious
and energy transition metals space. La Mancha’s head office is located at 31 -33 Avenue Pasteur L -2311
Luxembourg. La Mancha will file an early warning report in accordance with applicable Canadian securities
laws, which is available under GMIN’s profile on the SEDAR website at www.sedar.com, and may also be
obtained by contacting Karim-Michel Nasr as provided for below.
About La Mancha Capital Advisory LLP
La Mancha Capital Advisory LLP advises the Fund on strategic investments made in publicly listed and private
royalty and mining companies wit h a global outlook. La Mancha Capital Advisory LLP is a long-term minded
investment advisor, with a mandate to support mining companies to achieve sustained growth by providing
long-term equity capital as well as operational and board level expertise, to f urther portfolio company
performance and expansion.
La Mancha Capital Advisory LLP is an Appointed Representative of G10 Capital Limited, which is authorised
and regulated by the Financial Conduct Authority (FRN 648953).
Additional Information
For furt her information on La Mancha Capital Advisory LLP , please visit the website at
www.lamanchacapitaladvisory.com or contact:
Karim-Michel Nasr
Managing Partner and Co-CIO
+44.203.960.2020
Page | - 4 -
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, solici tation or sale would be unlawful,
including any of the securities in the United States of America.
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. The bearing of the new director’s experience and skills on the Corporation’s growth story and the advancement of the Project;
B. The bearing of La Mancha’s support on the Corporation’s growth;
C. La Mancha’s future intentions with respect to its investment in GMIN;
D. The Project being fully financed;
E. The use of proceeds from the Project financing;
F. The commencement of all construction activities at the Project in the near-term; and
G. Generally, the contents of the above sections entitled “Timetable and Next Steps” and “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 assump tions 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 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) pursue its work programs in accordance to plan, (ii) make a positive construction decision regarding the Project in the
near-term 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 ac hieved 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 relianc e 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, object ives,
expectations, anticipations, estimates, assumptions and intentions expre ssed 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 June 3, 2022, for the financial year ended December 31, 2021, and (ii) Management
Discussion & Analysis. The Corporation caution s 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.