Dundee Corporation Entities Enter Into Voting Support Agreements With G Mining Ventures Corp.
22 Aprile 2024 - 1:20PM
Dundee Corporation (TSX: DC.A) (“Dundee” or the
“Company”) announced today that two of its subsidiaries and a trust
controlled by Dundee (collectively, the “Dundee Entities”) entered
into Voting Support Agreements (the “Support Agreements”) with G
Mining Ventures Corp. (“G Mining”). The Support Agreements require
the Dundee Entities to, among other things and subject to
termination and other rights specified therein, vote all the common
shares (the “Reunion Shares”) of Reunion Gold Corporation
(“Reunion”) owned by the Dundee Entities in favour of the proposed
plan of arrangement (the “Arrangement”) among G Mining, Reunion and
a newly created gold explorer (“SpinCo”) that is expected to hold
all of Reunion’s assets other than Oko West. For further details,
see the joint news release of Reunion and G Mining dated April 22,
2024 (the “Joint News Release”).
Under the terms of the Arrangement, shareholders
of Reunion (including the Dundee Entities) will receive 0.07125 of
a common share of a newly formed parent company (“New GMIN”) for
each Reunion Share. In addition, shareholders of Reunion (including
the Dundee Entities) will receive 0.05 of a common share of SpinCo
for each Reunion Share, and G Mining has agreed to fund SpinCo with
$15 million at completion of the Arrangement. Per the Joint News
Release, the number of common shares issued by New GMIN to the
shareholders of G Mining and Reunion will be equivalent to the
combined company undergoing a 4-to-1 share consolidation upon
closing of the Arrangement (0.25 New GMIN common shares will be
issued for each common share of G Mining and 0.07125 New GMIN
common shares will be issued for each Reunion Share).
According to the Joint News Release, Reunion
shareholders will receive estimated consideration of $0.65 per
Reunion Share, an estimated transaction equity value of $875
million, based on the closing price of the common shares of G
Mining on the Toronto Stock Exchange on April 19, 2024, excluding
the value of the SpinCo consideration. This represents a premium of
29% based on G Mining’s and Reunion’s closing price and 10-day VWAP
on the Toronto Stock Exchange (“TSX”) and TSX Venture Exchange
(“TSXV”) as at April 19, 2024, respectively, without accounting for
value of SpinCo.
Upon completion of the Arrangement, existing G
Mining and Reunion shareholders will own approximately 57% and 43%
of the New GMIN on a fully-diluted in-the-money basis prior to the
concurrent US$50 million equity financing described in the Joint
News Release, and the New GMIN and Reunion shareholders will own
19.9% and 80.1%, respectively, of the outstanding common shares of
SpinCo.
As of the date hereof, Dundee currently owns
indirectly, and exercises control and direction over, an aggregate
of 183,264,394 Reunion Shares and 12,102,945 share purchase
warrants of Reunion, representing an approximate 14.89% ownership
interest in Reunion on an undiluted basis and a 15.72% ownership
interest in Reunion on a partially diluted basis.
Jonathan Goodman, President and CEO of Dundee
Corporation, commented:
“We are pleased to support a transaction at an
implied premium of 29%1, which delivers significant value to our
shareholders. Oko West is by any measure a world class asset. The
combined company creates a mid-tier gold producer with limited
future dilution and presents a compelling re-rating opportunity
driven by multiple near-term catalysts. Dundee is highly supportive
of consolidation in the mining sector broadly and we think this
combination makes a great deal of sense.” This news release is
being issued in accordance with National Instrument 62-103 – The
Early Warning System and Related Take-Over Bid and Insider
Reporting, and an early warning report will be filed by the Company
in accordance with applicable securities laws. The early warning
report will be filed on the System for Electronic Document Analysis
and Retrieval+, accessible at www.sedarplus.ca under the
Company’s profile. To obtain a copy of the early warning report
filed by the Company, please contact:
Dundee Corporation Legal Department Attention:
Mark Pereira, Vice President and Corporate Secretary 80 Richmond
Street West, Suite 2000 Toronto, Ontario, M5H 2A4 Tel: (416)
365-5172
ABOUT DUNDEE CORPORATION
Dundee Corporation is a public Canadian
independent holding company, listed on the Toronto Stock Exchange
under the symbol “DC.A”. Through its operating subsidiaries, Dundee
Corporation is an active investor focused on delivering
long-term, sustainable value as a trusted partner in the mining
sector with more than 30 years of experience making accretive
mining investments.
FOR FURTHER INFORMATION PLEASE
CONTACT:
Investor and Media Relations T: (416) 864-3584 E:
ir@dundeecorporation.com
FORWARD-LOOKING STATEMENTS
This news release may contain forward-looking
information within the meaning of applicable securities
legislation, which reflects Dundee’s current expectations regarding
future events. Forward-looking information is based on a number of
assumptions and is subject to a number of risks and uncertainties,
many of which are beyond Dundee’s control, which could cause actual
results and events to differ materially from those that are
disclosed in or implied by such forward-looking information. Such
risks and uncertainties include, but are not limited to, the
factors discussed under “Risk Factors” in the latest Annual
Information Form of Dundee and subsequent filings made with
securities commissions in Canada, as well as the risks and
uncertainties described under the heading “Cautionary Statement on
Forward-Looking Information” in the Joint News Release. Dundee does
not undertake any obligation to update such forward-looking
information, whether as a result of new information, future events
or otherwise, except as expressly required by applicable law.
Readers are strongly urged to review the Joint News Release in its
entirety and are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date
made.
_______________________1 Based on G Mining and
Reunion’s most recent closing price and 10-day VWAP on the TSX and
TSXV as at April 19, 2024, respectively, without accounting for the
value of SpinCo.
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