The Conversation (0)
Please note that the version of the release issued earlier today by G Mining Ventures Corp. (TSX:GMIN,OTC:GMINF, OTCQX:GMINF) was incorrect. The correct version of the release follows:
G Mining Ventures Corp. ("GMIN" or the "Corporation") (TSX:GMIN,OTC:GMINF, OTCQX:GMINF) announces that the Corporation's largest shareholder, La Mancha Investments S.à r.l. ("La Mancha"), has elected to exercise its top-up right pursuant to the investor rights agreement between the Corporation and La Mancha that was initially entered into on July 22, 2022 and subsequently updated on July 15, 2024, which allows La Mancha to increase its ownership to up to 19.9%. This transaction represented the final opportunity for La Mancha to exercise its right to increase its ownership to such level, after which La Mancha retains only customary anti-dilution rights.
Louis-Pierre Gignac, President and Chief Executive Officer, stated: "This additional investment by La Mancha further demonstrates its long-term support and its strong conviction in our ability to create shareholder value as we continue our evolution into a leading intermediate gold producer."
In connection with the exercise of La Mancha's long-standing top-up right, the Corporation has agreed to issue 9,311,745 common shares (the "Top-Up Shares") to La Mancha at a price of CAD45.89 per Top-Up Share, for aggregate gross proceeds of approximately CAD427 million. There are no fees or commissions payable on the La Mancha subscription, which is expected to close on or about March 11, 2026, subject to customary closing conditions, including receipt of the Toronto Stock Exchange approval. Following the issuance of the Top-Up Shares, La Mancha will beneficially own approximately 19.9% of the issued and outstanding common shares of the Corporation.
Vincent Benoit, Managing Partner and Chief Investment Officer of La Mancha, commented: "The investment reflects that La Mancha continues to see significant value creation potential in the Corporation. G Mining's strong performance and execution to date have reinforced La Mancha's original investment thesis, which remains firmly supported by the Corporation's growth strategy, portfolio of high-quality gold assets in Latin America, and highly experienced management team with a proven track record of building and operating mines."
The Oko West Gold Project remains on-budget and on-schedule for first gold pour in the second half of 2027 and continues to be fully funded by the Corporation's balance sheet and cash flow. The Corporation intends to use the proceeds from the issuance of the Top-Up Shares to reduce reliance on debt pertaining to Oko West Project development, increase exploration efforts, accelerate debt repayment, and for general corporate purposes.
Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions
La Mancha is a related party to the Corporation and as such, the issuance of the Top-Up Shares to La Mancha constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Corporation is relying on exemptions from the formal valuation requirements of MI 61-101 pursuant to section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to section 5.7(1)(a) in respect of such issuance as the fair market value of the transaction does not exceed 25% of the Corporation's market capitalization.
About G Mining Ventures Corp.
G Mining Ventures Corp. is a mining company engaged in the development, operation and exploration 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 in mining-friendly jurisdictions: Brazil, with the Tocantinzinho Gold Mine and the Gurupi Project as well as Guyana, with the Oko West Project. GMIN trades on the TSX under the symbol "GMIN".
Additional Information
For further information on GMIN, please visit the website at www.gmin.gold or contact:
Jean-François Lemonde
Vice President, Investor Relations
514.299.4926
Jflemonde@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. Beforehand, it must be noted that this press release's subject matter is forward-looking in its essence and nature. Forward-looking statements contained in this press release include, without limitation, those related to (i) the acceptance of the Subscription by the Toronto Stock Exchange; (ii) the satisfaction of the closing conditions relating to the Subscription; (iii) the timing relating to the closing of the Subscription; (iv) the use of proceeds relating to the Subscription; (v) the Corporation's ability to create shareholder value and to continue its evolution into a leading intermediate gold producer; (vi) the budget and schedule of the Oko West Gold Project and, as usual, the section entitled "About G Mining Ventures Corp.", as well as the quoted comments of GMIN's President and Chief Executive Officer.
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 successful closing of the Subscription, the budget and schedule of the Oko West Gold Project and those underlying the items listed in 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 Subscription will close successfully, as future events could differ materially from what is currently anticipated by the Corporation.
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, 2025, for the financial year ended December 31, 2024, 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.
