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 12th, 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 /PRNewswire/ - 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,
karim.nasr@lamancha.com, +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 G Mining Ventures Corp