Newmont to Acquire GT Gold in Agreed All-Cash Transaction - Seite 2

Transaction Summary

The Transaction will be implemented by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and will require the approval of: (i) 66 2/3% of the votes cast by the holders of GT Gold’s common shares; and (ii) a simple majority of the votes cast by holders of GT Gold common shares after excluding votes from certain shareholders, including Newmont, as required under MI 61-101, at a special meeting of GT Gold shareholders to be held to consider the Transaction. In addition to shareholder approval, the Transaction is also subject to the receipt of court approval and other customary closing conditions for transactions of this nature. The Transaction is expected to be completed in the second quarter of 2021.

The Arrangement Agreement provides for customary deal-protection provisions, including a non-solicitation covenant on the part of GT Gold and a right for Newmont to match any Superior Proposal (as defined in the Arrangement Agreement). The Arrangement Agreement includes a termination fee of C$12.65 million, payable by GT Gold, under certain circumstances (including if the Arrangement Agreement is terminated in connection with GT Gold pursuing a Superior Proposal).

Major Shareholder Support

Directors and senior officers of GT Gold, collectively owning approximately 12% of the outstanding shares of GT Gold, have entered into voting support agreements to support the Transaction. In addition, Ross Beaty, K2, and Muddy Waters, collectively owning approximately 31% of the outstanding shares of GT Gold, have entered into voting support agreements to support the Transaction.

K2 has agreed to withdraw its requisition for a special meeting of GT Gold shareholders and, as a result, the special meeting of GT Gold shareholders scheduled for April 13, 2021 has been cancelled.

GT Gold Board of Directors and Special Committee Recommendations

A special committee comprised entirely of independent directors of GT Gold (the “Special Committee”) unanimously recommended the Transaction, and the board of directors of GT Gold (the “GT Gold Board”) (excluding Dale Finn and Lana Shipley who were recused from discussions and voting given their interests in the Transaction, as Mr. Finn is Newmont’s nominee on the GT Gold Board, and Ms. Shipley is a partner at a law firm that advises Newmont) unanimously approved the Transaction and recommends that GT Gold shareholders vote in favour of the Transaction.