GMINF - G Mining Ventures Mails Joint Management Information Circular Special Committee and Board of Directors unanimously recommend that Shareholders vote FOR the Arrangement with Reunion Gold | Benzinga
TSX: GMIN
OTCQX: GMINF
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- Annual general and special shareholders meeting to be held on July 9, 2024, to approve the Arrangement with Reunion Gold
- GMIN Special Committee and Board unanimously recommend voting FOR the Arrangement
- Voting support agreements signed by GMIN insiders and shareholders who in the aggregate own approximately 60% of GMIN common shares outstanding
- La Mancha and Franco-Nevada making concurrent equity investment of up to $60 million priced at C$2.279/share, in addition to La Mancha's intention to purchase up to $10 million of GMIN shares in the open market (once the circular is filed).
BROSSARD, QC, June 13, 2024 /PRNewswire/ - G Mining Ventures Corp. ("GMIN" or the "Corporation") (TSX:GMIN) (OTCQX:GMINF) announced today that it has filed its joint management information circular (the "Circular") and related materials for its annual general and special meeting (the "Meeting") of the holders of common shares in the capital of GMIN (the "GMIN Shareholders") to be held at the offices of Blake, Cassels & Graydon LLP, in the St. Laurent Boardroom, located at 1 Place Ville Marie, Suite 3000, Montreal, Québec H3B 4N8, on July 9, 2024 at 10:00 a.m. (EDT).
Concurrently, Reunion Gold Corporation ("Reunion Gold") has filed the joint management information circular and related materials for its annual general and special meeting of securityholders to be held on July 9, 2024 at 10:00 a.m. (EDT).
At the Meeting, GMIN Shareholders will be asked to consider and vote on, among other things, a special resolution (the "Arrangement Resolution") approving a statutory plan of arrangement, subject to the terms and conditions of an arrangement agreement dated April 22, 2024, and amended effective as of June 7, 2024 (the "Arrangement Agreement"), entered into among GMIN, Reunion Gold and Greenheart Gold Inc. (formerly 15963982 Canada Inc.) ("Spinco").
Pursuant to the Arrangement Agreement, a new entity will be incorporated to hold and manage the combined business of GMIN and Reunion Gold ("New GMIN"), which will acquire (i) all of the issued and outstanding common shares in the capital of GMIN (each whole share, a "GMIN Share") and (ii) all of the issued and outstanding common shares in the capital of Reunion Gold (each whole share, a "Reunion Gold Share") by way of a proposed plan of arrangement under Section 192 of the Canada Business Corporations Act, in an all-equity business combination transaction (the "Arrangement").
Immediately following the completion of the Arrangement:
- GMIN Shareholders will receive 0.25 of a common share of New GMIN (each whole share, a "New GMIN Share") for each GMIN Share held;
- Holders of Reunion Gold Shares (the "Reunion Gold Shareholders") will receive 0.07125 of a New GMIN Share and 0.05 of a common share of Spinco for each Reunion Gold Share held;
- Reunion Gold will assign and transfer to Spinco all of its assets other than the Oko West Project, including C$15 million in cash which GMIN has agreed to fund;
- Existing GMIN Shareholders and Reunion Gold Shareholders will own approximately 57% and 43%, respectively, of New GMIN on a fully-diluted in-the-money basis prior to the concurrent equity financing; and
- New GMIN and Reunion Gold Shareholders will own 19.9% and 80.1%, respectively, of the outstanding common shares of Spinco.
The Arrangement will require approval by (i) at least two-thirds (66.67%) of the votes cast by GMIN Shareholders present in person or represented by proxy at the Meeting, (ii) a majority of the votes cast by GMIN Shareholders ...