공시 • Jul 15
G Mining Ventures Corp. (TSX:GMIN) completed the acquisition of Reunion Gold Corporation (TSXV:RGD) from Dundee Corporation (TSX:DC.A), La Mancha Investments S.à r.l. and others for CAD 840 million.
G Mining Ventures Corp. (TSX:GMIN) entered into a definitive agreement to acquire Reunion Gold Corporation (TSXV:RGD) from Dundee Corporation (TSX:DC.A), La Mancha Investments S.à r.l. and others for approximately CAD 840 million on April 22, 2024. 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. 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 shareholders will receive estimated consideration of CAD 0.65 per RGD common share, an estimated transaction equity value of approximately CAD 880 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 CAD 68.635 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. 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 Chief Executive Officer. 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 Agreement includes reciprocal deal protections and a reciprocal CAD 31.2 million termination fee payable under certain circumstances. Through the Transaction, GMIN will acquire RGD’s flagship Oko West Project located in Guyana, within the Guiana Shield region.
The Transaction will be subject to approval of at least 662/3% 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 662/3% of the votes cast by RGD shareholders, 662/3% of the votes cast by RGD shareholders and option holders, 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 and holders of no more than 10% of the total issued and outstanding GMIN Shares shall have validly exercised Dissent Rights. 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. 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 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. As of July 9, 2024, the deal was approved by both Reunion's and G mining's shareholders. Reunion Gold obtained a final order from the Ontario Superior Court of Justice on July 11, 2024. The transaction is expected to close on or around July 15, 2024.
RBC Capital Markets is acting as financial advisor to GMIN and its Board of Directors. Howard Levine and Patrick Menda of Blake, Cassels & Graydon LLP acting as GMIN's legal advisor. BMO Nesbitt Burns Inc. is acting as financial advisor and fairness opinion provider to RGD and its Board of Directors. Jay C. Kellerman and Daniel Borlack of Stikeman Elliott LLP acting as RGD's legal advisor. SCP Resource Finance acted as financial advisor and fairness opinion provider to RGD's Special Committee. Norton Rose Fulbright Canada LLP is acting as La Mancha's legal advisor. 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. Computershare Trust Company of Canada acted as depositary to GMIN and RGD.
G Mining Ventures Corp. (TSX:GMIN) completed the acquisition of Reunion Gold Corporation (TSXV:RGD) from Dundee Corporation (TSX:DC.A), La Mancha Investments S.à r.l. and others on July 15, 2024.
