Reunion Gold Corporation (TSXV: RGD; OTCQX: RGDFF) (the
“
Company” or “
Reunion Gold”) is
pleased to announce the voting results from its annual general and
special meeting (the “
Meeting”) of the holders of
common shares (“
Shares”) of the Company
(“
Shareholders”) and the holders of options
(“
Options”) to purchase Shares (the
“
Optionholders” and together with Shareholders,
“
Voting Securityholders”) held earlier today.
The Voting Securityholders voted in favour of a
special resolution (the “Arrangement Resolution”)
to approve the previously announced transaction among G Mining
Ventures Corp. (“GMIN”), the Company and
Greenheart Gold Inc. (formerly 15963982 Canada Inc.)
(“Spinco” or “Greenheart”)
pursuant to which, a newly incorporated entity (“New
GMIN”) will acquire all of the issued and outstanding
shares of each of GMIN and Reunion Gold by way of a court-approved
plan of arrangement (the “Arrangement”). Subject
to the approval of the Toronto Stock Exchange (the
“TSX”), New GMIN will be listed on the TSX in
substitution of GMIN.
The Arrangement Resolution was requiring
approval by (i) 66⅔% of the votes cast by Shareholders present in
person or represented by proxy at the Meeting, (ii) 66⅔% of the
votes cast by Voting Securityholders present in person or
represented by proxy at the Meeting, and (iii) a simple majority of
the votes cast by Shareholders present in person or represented by
proxy at the Meeting excluding Shares owned by David A. Fennell and
his related parties and joint actors (“Interested
Parties”).
Arrangement Resolution (Voting Results)
A total of 1,059,041,002 Shares (representing
approximately 85% of the issued and outstanding Shares) and
54,300,000 Options (representing approximately 94% of the issued
and outstanding Options) were present in person or represented by
proxy at the Meeting. The votes cast in respect of the Arrangement
Resolution is summarized as follows:
|
Votes For |
% For |
Votes Against |
% Against |
Arrangement Resolution (Shareholders) |
1,003,404,081 |
98.98% |
10,299,594 |
1.02% |
Arrangement Resolution (Voting
Securityholders) |
1,057,704,081 |
99.04% |
10,299,594 |
0.96% |
Arrangement Resolution (Shareholders Excluding Interested
Parties) |
938,065,570 |
98.91% |
10,299,594 |
1.09% |
Other Meeting Matters (Voting Results)
In addition to the Arrangement Resolution,
resolutions concerning the following annual general matters
(“Annual General Resolutions”) were also approved
by Shareholders at the Meeting:
- the re-election
of the directors (the “Directors Election”) of
Reunion Gold for the ensuing year, namely David A. Fennell, Richard
Howes, Elaine Bennett, Pierre Chenard, Richard Cohen, Adrian
Fleming, Réjean Gourde, Vijay N. J. Kirpalani, and Frederick
Stanford;
- the appointment
of Raymond Chabot Grant Thornton LLP as the independent auditors of
Reunion Gold and to authorize the directors to fix the auditors’
compensation;
- the approval of
Reunion Gold’s amended and restated share option plan for
continuation until the next annual shareholder meeting of Reunion
Gold; and
- the approval of
the adoption of Spinco’s share option plan.
The votes cast in respect of the Directors
Election is summarized as follows:
Director |
Votes For |
% For |
Votes Against |
% Against |
Richard Howes |
1,007,246,342 |
99.36% |
6,457,333 |
0.64% |
David A. Fennell |
1,007,738,948 |
99.41% |
5,964,727 |
0.59% |
Elaine Bennett |
915,981,587 |
90.36% |
97,722,088 |
9.64% |
Pierre Chenard |
973,727,933 |
96.06% |
39,975,742 |
3.94% |
Richard Cohen |
980,446,829 |
96.72% |
33,256,846 |
3.28% |
Adrian Fleming |
980,547,937 |
96.73% |
33,155,738 |
3.27% |
Réjean Gourde |
1,007,206,034 |
99.36% |
6,497,641 |
0.64% |
Vijay N.J. Kirpalani |
1,006,022,487 |
99.24% |
7,681,188 |
0.76% |
Frederick Stanford |
1,007,184,787 |
99.36% |
6,518,888 |
0.64% |
The votes cast in respect of the remaining
Annual General Resolutions is summarized as follows:
Resolution |
Votes For |
% For |
Votes Against |
% Against |
Appointment of Raymond Chabot Grant Thornton LLP as
independent auditors |
1,052,545,425 |
99.39% |
0 |
Nil |
Approval of Reunion Gold’s amended and restated share
option plan |
978,409,891 |
96.52% |
35,293,784 |
3.48% |
Approval of the adoption of Spinco’s share option
plan |
981,609,664 |
96.83% |
32,094,011 |
3.17% |
Transaction Update
In addition to the approval of the Arrangement
Resolution, we have been advised that the GMIN shareholders
approved the Arrangement at the special meeting of GMIN
shareholders held earlier today. The Arrangement is expected to
become effective on or around July 15, 2024, subject to, among
other things, Reunion Gold obtaining a final order from the Ontario
Superior Court of Justice (Commercial List) in respect of the
Arrangement and the satisfaction or waiver of certain other
customary closing conditions.
About Reunion
Gold Corporation
Reunion Gold Corporation (TSXV:RGD)
(OTCQX:RGDFF) is a leading gold explorer in the Guiana Shield,
South America. In 2020, Reunion Gold announced an exciting new
greenfield gold discovery at its Oko West project in Guyana and
announced its maiden mineral resource estimate in June 2023 after
just 22 months of resource definition drilling. In February 2024,
Reunion Gold announced an updated Mineral Resource Estimate
containing a total of 4.3 Moz of gold in Indicated Resources
grading 2.05 g/t and 1.6 Moz of gold in Inferred Resources grading
2.59 g/t. Please refer to the Technical Report entitled “NI 43-101
Technical Report, Oko West Gold Project, Cuyuni-Mazaruni Mining
Districts, Guyana” dated April 11, 2024, available under Reunion
Gold’s profile on SEDAR+.
The Company's common shares are listed on the
TSX Venture Exchange under the symbol 'RGD' and trade on the OTCQX
under the symbol 'RGDFF'. Additional information about the Company
is available on SEDAR+ (www.sedarplus.ca) and the Company's website
(www.reuniongold.com).
For further information, please contact:
REUNION GOLD
CORPORATION
Rick Howes, President and CEO, or Doug Flegg, Business
Development Advisor E: doug_flegg@reuniongold.com E:
info@reuniongold.com Telephone: +1 450.677.2585
Cautionary Statement
Regarding Forward-Looking
Statements
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 timing of various steps to
complete the Arrangement, the approval of the Arrangement by the
Ontario Superior Court (Commercial List), the anticipated closing
of the Arrangement to occur on or around July 15, 2024 following
the satisfaction of all conditions precedent thereto, as well as
statements regarding the beliefs, plans, expectations or intentions
of the Company, notably the above section entitled “About Reunion
Gold Corporation”.
Forward-looking statements and the assumptions
made in respect thereof involve known and unknown risks,
uncertainties and other factors beyond the Company's control
including risks and uncertainties related to timing, cost and
results of exploration programs, updated resource estimates,
economic assessment and development studies; uncertainties inherent
with conducting business in foreign jurisdictions including
corruption, civil unrest, political instability; geopolitical risks
including risks related to recent actions taken by the government
of Venezuela over the border dispute; unanticipated title disputes;
gold price volatility; currency fluctuations; risks associated with
the recurrence of COVID-19 or future pandemics; delays in obtaining
governmental approvals or financing; risks regarding potential
litigation proceedings; regulatory risks and liabilities including,
regulatory environment and restrictions; metallurgical testing and
recoveries and other risks of the mining industry; speculative
nature of gold exploration; dilution; share price volatility;
competition; and loss of key employees. Additional information on
these risks and other factors is included in documents and reports
filed by the Company with Canadian securities regulators and are
available at SEDAR+ (www.sedarplus.ca) including, but not limited
to, the cautionary statements made in the relevant sections of the
Company’s Annual Information Form and Management Discussion &
Analysis.
Forward-looking statements in this press release
are made as of the date herein. Although the Company believes that
the assumptions and factors used in preparing the forward-looking
statements in this press release are reasonable, undue reliance
should not be placed on such statements. New factors emerge from
time to time, and it is not possible for management of the Company
to predict all such factors and to assess in advance the impact of
each such factor on the business of the Company or the extent to
which any factor, or combination of factors, may cause actual
results to differ materially from those contained in any
forward-looking statement. The Company undertakes no obligation to
update publicly or otherwise revise any forward-looking statements,
whether as a result of new information or future events or
otherwise, except as may be required by law.
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.
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