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GMIN and Reunion Gold Corporation Announce Merger Agreement to Create Leading Gold Producer

Reviewed

Reviewed by Laura ThomsonApr 23 2024

G Mining Ventures Corp. (“GMIN”) (TSX: GMIN) (OTCQX: GMINF) and Reunion Gold Corporation (“RGD”) (TSXV:RGD) (OTCQX:RGDFF) are pleased to announce they have entered into a definitive agreement (the “Agreement”) to combine the two companies, setting the stage for the creation of a leading intermediate gold producer (the “Transaction”).

Through the Transaction, GMIN will acquire RGD’s flagship Oko West Project located in Guyana, within the Guiana Shield region, one of the most attractive mining jurisdictions in South America. Oko West has emerged as a globally significant gold discovery over the last few years, with excellent potential to become a top tier deposit that could support a large, long-life mine complex to accelerate GMIN’s vision of building a leading intermediate gold producer. The GMIN team, including through the Gignac Family-owned G Mining Services (“GMS”), has an impressive track-record of executing world-class projects in the Guiana Shield region to generate industry leading returns for its stakeholders.

GMIN plans to move Oko West quickly through technical studies to a construction decision, leveraging the considerable amount of exploration, development, and permitting work that has already been completed by RGD, supported by the expected free cash flow from the Tocantinzinho Gold Project (“Tocantinzinho” or “TZ”), which is trending on schedule and on budget for commercial production in the second half of 2024. The Transaction sets the stage for the creation of an Americas focused leading intermediate gold producer.

Under the terms of the Agreement, GMIN and RGD shareholders will receive common shares of a newly formed company (the “New GMIN”) equivalent to RGD shareholders being issued 0.285 GMIN common shares for each RGD common share. In addition, RGD shareholders will receive common shares in a newly created gold explorer (“SpinCo”) that will hold all of RGD’s assets other than Oko West. GMIN has agreed to fund SpinCo with $15 million.

RGD shareholders will receive estimated consideration of $0.65 per RGD common share, an estimated Transaction equity value of $875 million, based on the closing price of GMIN common shares on the Toronto Stock Exchange (“TSX”) on April 19, 2024, excluding the value of the SpinCo consideration. This represents a premium of 29% based on GMIN’s and RGD’s closing price and 10-day VWAP on the TSX and TSX Venture Exchange (“TSXV”) as at April 19, 2024, respectively, without accounting for value of SpinCo.

Upon completion of the Transaction, existing GMIN and RGD shareholders will own approximately 57% and 43% of the combined company on a fully-diluted in-the-money basis prior to the concurrent US$50 million equity financing, and the combined company and RGD shareholders will own 19.9% and 80.1%, respectively, of the outstanding common shares of SpinCo.

Transaction Highlights

Sets the stage for the creation of an Americas focused leading intermediate gold producer
- Oko West is one of the most significant gold discoveries in the Guiana Shield and has potential to support a large, long-life mine complex.
- Tocantinzinho is 87% complete, and trending on schedule and on budget for commercial production in H2-24 and is engineered to produce ~200,000 gold ounces per year for the first five years at an attractive lowest quartile AISC.
Best in-class management team ideally positioned to unlock value of Oko West through in-house execution
- The GMIN team, including through the Gignac Family-owned GMS, has an impressive track-record of executing world-class projects in the Guiana Shield region, on or ahead of schedule and on or below budget, to generate industry leading returns for its stakeholders.
- The principals of GMS have been continuously involved in the region since Louis Gignac led Cambior Inc. to build its first South American operation in Guyana in the early 1990s.
- The most recent significant gold mine constructed in the Guiana Shield region, the Merian gold mine operated by Newmont Corporation, was built by GMS, coming in ahead of schedule and under budget, operating at higher than feasibility study capacity.

De-risked growth profile to accelerate development of Oko West through anticipated cash flow and funding
- Strong balance sheet and anticipated strong cash flow generation from TZ, starting during a period of record high commodity prices, will fund development of Oko West to minimize additional equity dilution for shareholders going forward.

Supportive shareholder base with shared vision for growth and value creation
- La Mancha Investments S.à r.l. (“La Mancha”) will exercise its existing anti-dilution right in connection with the Transaction and will subscribe for US$25 million, which may be increased to US$35 million at La Mancha’s sole discretion, of common shares of GMIN.
- La Mancha also intends to purchase up to an additional US$10 million of GMIN shares in the open market.
- Franco-Nevada Corporation (“Franco-Nevada”) has agreed to subscribe for US$25 million of common shares of GMIN on the same terms as La Mancha.

Compelling re-rate potential driven by multiple near-term catalysts and enhanced capital markets profile
- GMIN plans to move quickly through technical studies to a construction decision, leveraging the considerable amount of exploration, development, and permitting work that has already been completed by RGD, and the unique capabilities of the GMIN and GMS teams.
- GMIN has the opportunity to earn a premium valuation based on outstanding project execution at TZ and going forward at Oko West.
- Combined entity with strong growth profile is expected to have greater scale, investor following, trading liquidity, and opportunity for index inclusion.

Creates a strong Americas focused platform positioned for further growth
- Ideally positioned to spearhead further regional consolidation leveraging strong regional platform.
- Continues GMIN’s strategy of building an Americas focused intermediate gold producer through its Buy, Build, Operate Strategy.

Louis-Pierre Gignac, CEO, President and Director of GMIN, stated: “Oko West has all the key attributes GMIN is looking for in its next leg of growth. We are well-positioned to accelerate value creation at Oko West leveraging our unique expertise in building and operating mines on schedule and on budget in the Guiana Shield, deep knowledge of and network in the region, and over US$480M anticipated near-term free cash flow from Tocantinzinhoⁱ. The acquisition of Oko West is the second step towards our vision of becoming a leading intermediate gold producer, building on the team’s success at Tocantinzinho. We look forward to continuing to advance our “Buy. Build. Operate.” strategy to create and unlock further value for GMIN shareholders.”

Rick Howes, CEO, President and Director of RGD, stated: “We are very pleased to announce this Transaction today, which we believe is a testament to the outstanding work our team has done rapidly discovering and advancing Oko West over the last few years. We believe that this Transaction not only delivers our shareholders an attractive upfront premium, but also the ability to participate with significant ongoing ownership in the combined company, having the opportunity to participate in an expected future re-rating as Oko West is advanced towards production. The Transaction significantly de-risks the advancement of Oko West given the financial strength, free cash flow, and development capabilities that GMIN brings to the table. Importantly, we believe this is a great outcome for the country of Guyana, with Oko West being taken forward by a company that will be a great steward of the asset for the benefit of the country and its communities.”

Benefits to GMIN Shareholders

Oko West has emerged as a top tier deposit that could support a large, long-life mine complex, sequenced to benefit from TZ’s robust free cash flow.
Strengthens portfolio and positions GMIN to execute on its strategy of building the next intermediate gold producer leading to further re-rate potential and index inclusion.
Management ideally positioned to unlock value of Oko West, leveraging systems, equipment, expertise and team from TZ to accelerate development timeline.
Provides asset diversification and improves GMIN’s long-term production and cash flow profile.
Provides an expanded platform for continued growth in the Americas with participation in a SpinCo focused on exploration in the Guiana Shield.

Benefits to RGD Shareholders

Significant upfront premium of 29% based on GMIN’s and RGD’s closing price and 10-day VWAP on the TSX and TSXV as at April 19, 2024, respectively, without accounting for value of SpinCo.
43% ownership in an emerging intermediate gold producer, with a strong track-record of value creation and share price outperformance.
Significant continued exposure to Oko West’s future operational profile and exploration upside, coupled with lower execution and funding risk.
Strong balance sheet and anticipated strong cash flow generation from TZ, starting during a period of record high commodity prices, will fund development of Oko West with minimal additional equity dilution going forward.
Participate in the substantial exploration upside at TZ from the 996km² land package.
Continued exposure to RGD management’s substantial exploration knowledge, expertise and local connections, providing the opportunity to uncover additional new discoveries through SpinCo which will have $15 million in funding.

La Mancha Equity Investment

La Mancha will exercise its existing anti-dilution right in connection with the Transaction and as such has entered into a subscription agreement (the “Subscription Agreement”) with GMIN pursuant to which La Mancha will subscribe for US$25 million, which may be increased to US$35 million at La Mancha’s sole discretion, of common shares of GMIN immediately prior to closing of the Transaction (the “Subscription”).

La Mancha also intends to purchase up to an additional US$10 million of GMIN shares in the open market. GMIN has agreed to temporarily waive La Mancha’s standstill obligation, allowing La Mancha to increase its ownership beyond 25.0% until the closing of the Transaction, or termination of the Subscription Agreement. La Mancha’s decision to make purchases of GMIN shares will be at its discretion and will be subject to market conditions, the price of GMIN shares and applicable securities law and stock exchange requirements.

Following completion of the Transaction, it is expected that La Mancha’s shareholding will decrease from approximately 25% in GMIN to approximately 18.7% in New GMIN (calculated on a basic shares outstanding basis).

Vincent Benoit, Managing Partner & Co-Chief Investment Officer of La Mancha Resource Capital LLP, stated: “La Mancha has a long track-record of successful investments in consolidating gold mining assets. A good example is our transformative involvement with Endeavour Mining, which evolved from a junior operator into a highly profitable senior gold producer across multiple sites in West Africa. In July 2022, we acquired a 25% stake in GMIN, guided by our strategy to back an accomplished management team in their goal to become a leading intermediate gold producer in the Americas. This decision capitalized on their exceptional expertise in financing, building, and managing mining operations. Since our investment, the GMIN stock has surged by almost 200%, affirming our investment strategy. We are excited about the potential further growth through the strategic merger of GMIN and RGD.”

The closing of the Subscription is expected to occur immediately prior to the closing of the Transaction and is subject to TSX approval and certain other conditions being met, including confirmation that GMIN and RGD are ready to proceed with the closing of the Transaction. The price per GMIN common share under the Subscription is expected to be $2.28, being the 5-day volume weighted average price of GMIN’s common shares on the TSX as of April 19, 2024, subject to possible TSX adjustments.

The existing investor rights agreement between GMIN and La Mancha will be terminated upon closing of the Transaction and replaced by a new investor rights agreement to be entered into between New GMIN and La Mancha on substantially the same terms. Under the new investor rights agreement, La Mancha will continue to be entitled to nominate two directors to New GMIN’s Board of Directors, as long as it holds a minimum of 15% of New GMIN’s outstanding common shares, and maintain customary anti-dilution, registration, and information rights with respect to New GMIN.

The Subscription is considered to be a "related party transaction" for purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). GMIN is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 with respect to the Subscription, in reliance on sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the fair market value of the Subscription is not more than the 25% of GMIN’s market capitalization.

Franco-Nevada Equity Investment

Franco-Nevada will subscribe for US$25 million of common shares of GMIN immediately prior to closing of the Transaction (the “Franco-Nevada Subscription”). Following completion of the Transaction, it is expected that Franco-Nevada’s shareholding will decrease from approximately 9.9% in GMIN to approximately 7.2% in New GMIN (calculated on a basic shares outstanding basis).

The closing of the Franco-Nevada Subscription is expected to occur immediately prior to the closing of the Transaction, and is subject to TSX approval and certain other conditions being met, including confirmation that GMIN and RGD are ready to proceed with the closing of the Transaction. The price per GMIN common share under the Franco-Nevada Subscription will be the same as under the La Mancha subscription.

SpinCo

SpinCo’s focus will be on acquiring and exploring gold mineral properties in Guyana outside of a 20-km area of interest surrounding Oko West, and in Suriname. GMIN has agreed to fund SpinCo with $15 million and in return the combined company will obtain a 19.9% interest in SpinCo. The combined company and SpinCo will enter into an investor rights agreement, which will provide to the combined company certain customary investor and other rights, including the right to nominate one director to SpinCo’s Board.

Transaction Summary

The Transaction will be completed pursuant to a court-approved plan of arrangement under the Canada Business Corporations Act. To effect the Transaction, New GMIN will acquire all of the issued and outstanding shares of GMIN and RGD. New GMIN, to be renamed G Mining Ventures Corp., will apply for listing on the TSX.

The number of common shares issued by New GMIN to GMIN and RGD shareholders will be equivalent to the combined company undergoing a 4-to-1 share consolidation upon closing of the Transaction (0.25 New GMIN common shares will be issued for each GMIN common share and 0.07125 New GMIN common shares will be issued for each RGD common share (the “Exchange Ratio")).

RGD will be entitled to nominate two members to the board of directors of New GMIN, in addition to the appointment of the common director, David Fennell, to the newly created role of Vice Chairman. New GMIN’s board of directors is expected to comprise a total of 9 members (5 GMIN nominees, 3 RGD nominees and 1 La Mancha nominee), including Louis Gignac as Chairman and Louis-Pierre Gignac as director, president, and CEO.

The Transaction will be subject to approval of at least 66^2/3% of the votes cast by GMIN shareholders, as well as, to the extent required under applicable law, the approval of a simple majority of disinterested shareholders, voting at a special meeting of GMIN shareholders, and at least 66^2/3% of the votes cast by RGD shareholders, 66^2/3% of the votes cast by RGD shareholders and optionholders, voting together as a single class, as well as, to the extent required under applicable law, the approval of a simple majority of disinterested shareholders, voting at a special meeting of RGD securityholders. The Transaction is expected to be completed in Q3 2024, subject to the receipt of required securityholder, court and TSX approvals and other closing conditions customary in transactions of this nature.

The Agreement includes reciprocal deal protections and a reciprocal $31.2 million termination fee payable under certain circumstances.

Voting Support Agreements

Directors and members of senior management of RGD and La Mancha, as well as two subsidiaries of, and a trust controlled by, Dundee Corporation, who in the aggregate own approximately 29% of RGD’s common shares outstanding, have entered into voting support agreements pursuant to which they have agreed to vote their shares in favor of the Transaction, subject to the terms thereof.

Additionally, directors and members of senior management of GMIN, as well as GMIN’s three largest shareholders, La Mancha, Eldorado Gold Corporation, and Franco-Nevada, who in aggregate own approximately 60% of GMIN’s common shares outstanding, have entered into voting support agreements pursuant to which they have agreed to vote their shares in favor of the Transaction.

Boards of Directors’ Recommendations

The Agreement has been unanimously approved by the disinterested Directors of the Boards of GMIN and RGD following the unanimous recommendations of each of the Special Committees of independent directors of GMIN and RGD (each, a “Special Committee”). The disinterested Directors of the Boards of GMIN and RGD each unanimously recommend that their respective shareholders vote in favour of the Transaction.

RBC Capital Markets Inc. and Cormark Securities Inc. have each provided a fairness opinion to the Board of Directors and the Special Committee of GMIN, stating that, as of the date of such fairness opinion, and based upon and subject to the assumptions, limitations and qualifications stated in such fairness opinions, the consideration to be received by the GMIN shareholders under the Transaction is fair, from a financial point of view, to such GMIN shareholders.

BMO Capital Markets has provided an opinion to the Special Committee and the Board of Directors of RGD, stating that as of the date of such opinion, based upon and subject to the assumptions, limitations and qualifications set forth therein, the Exchange Ratio is fair, from a financial point of view, to RGD shareholders. SCP Resource Finance has provided an opinion to the Special Committee and the Board of Directors of RGD, stating that as of the date of such opinion, based upon and subject to the assumptions, limitations and qualifications set forth therein, the consideration to be received by RGD shareholders under the Transaction is fair, from a financial point of view, to RGD shareholders.

This press release is not intended as, and does not constitute a solicitation of proxies or votes in connection with the requisite RGD securityholder and GMIN shareholder approval of the transaction. Further information will be included in information circulars that RGD and GMIN will each prepare, file and mail in due course to their respective securityholders in connection with their respective securityholder meetings to approve the transaction.

Advisors and Counsel

RBC Capital Markets is acting as financial advisor to GMIN and its Board of Directors. Blake, Cassels & Graydon LLP is acting as GMIN's legal advisor.

BMO Capital Markets is acting as financial advisor to RGD and its Board of Directors. Stikeman Elliott LLP is acting as RGD’s legal advisor. SCP Resource Finance acted as financial advisor to RGD’s Special Committee.

Norton Rose Fulbright Canada LLP is acting as La Mancha’s legal advisor.

Conference Call and Webcast

GMIN and RGD will host a joint conference call and webcast on Monday, April 22, 2024 at 8:30 a.m. Eastern time for members of the investment community to discuss the Transaction. Participants may join the conference call using the following call-in details:

Local and international: 1-800-836-8184
Toronto: 1-289-819-1350

A live webcast of the conference call will be available at https://app.webinar.net/qGlg7yL1brD

A replay of this conference call will be available until April 29, 2024. The replay numbers are: