Dundee Corporation Entities Enter Into Voting Support Agreements With G Mining Ventures Corp.

TORONTO, April 22, 2024 (GLOBE NEWSWIRE) -- 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.