G Mining Ventures Corp. entered into a definitive agreement to acquire Reunion Gold Corporation from Dundee Corporation (TSX:DC.A), La Mancha Investments S.à r.l. and others for approximately CAD 780 million.
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. 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.
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 and fairness opinion provider 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. 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.