G Mining shareholder La Mancha exercises top-up right

Executive Summary

• G Mining Ventures Corp. has agreed to issue approximately 9.31 million common shares to its largest shareholder, La Mancha Investments SARL, exercising a top-up right under an investor rights agreement.
• The transaction generates approximately $427 million in gross proceeds at a price of $45.89 per share, with La Mancha’s ownership increasing to approximately 19.9% of issued and outstanding shares.
• Proceeds will be used to reduce debt related to the Oko West project development, increase exploration efforts, accelerate debt repayment, and for general corporate purposes.

Key Details

• Transaction Structure: Exercise of top-up right pursuant to investor rights agreement initially entered into July 22, 2022, and updated July 15, 2024.
• Shares Issued: 9,311,745 common shares.
• Price Per Share: $45.89.
• Gross Proceeds: Approximately $427 million.
• Fees/Commissions: None payable on the subscription.
• Post-Transaction Ownership: La Mancha will beneficially own approximately 19.9% of the issued and outstanding common shares.
• Closing Conditions: Expected to close on or about March 11, 2026, subject to customary closing conditions, including receipt of Toronto Stock Exchange approval.
• Use of Proceeds: Reduce reliance on debt pertaining to Oko West project development, increase exploration efforts, accelerate debt repayment, and general corporate purposes.
• Regulatory Status: Classified as a related party transaction under Multilateral Instrument 61-101. Exemptions from formal valuation and minority shareholder approval requirements were relied upon as the fair market value does not exceed 25% of the corporation's market capitalization.
• Project Update: The Oko West gold project remains on budget and on schedule for first gold pour in the second half of 2027, fully financed by the corporation's balance sheet and cash flow.

Notable Quotes

• Louis-Pierre Gignac, President and CEO of G Mining Ventures: "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."
• Vincent Benoit, Managing Partner and CIO of La Mancha: "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."