G Mining Ventures Receives Notice of Exercise of Top-up Right from La Mancha

Executive Summary

• G Mining Ventures Corp. announces the exercise of a top-up right by its largest shareholder, La Mancha S.a.r.L., resulting in the issuance of approximately 9.3 million common shares.
• The transaction generates approximately CAD 427 million in gross proceeds, increasing La Mancha’s ownership stake to 19.9% of the company.
• Proceeds will be used to reduce debt related to the Oko West Gold Project development, increase exploration efforts, and for general corporate purposes.

Key Details

• Transaction Structure: Exercise of top-up right under the Investor Rights Agreement dated July 15, 2022.
• Issuer: G Mining Ventures Corp. (TSX: GMIN, OTCQX: GMINF).
• Subscriber: La Mancha S.a.r.L. (the "Fund"), the Corporation’s largest shareholder.
• Shares Issued: 9,311,745 common shares (the "Top-Up Shares").
• Price Per Share: CAD 45.89.
• Gross Proceeds: Approximately CAD 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 conditions including Toronto Stock Exchange approval.
• Use of Proceeds: Reduce reliance on debt pertaining to Oko West development, increase exploration efforts, accelerate debt repayment, and general corporate purposes.
• Project Update: The Oko West Gold Project remains on-budget and on-schedule for first gold pour in the second half of 2027, fully funded by the Corporation’s balance sheet and cash flow.
• Finality: This transaction represented the final opportunity for La Mancha to exercise the top-up right; thereafter, the Fund retains only customary anti-dilution rights.

Notable Quotes

• Louis-Pierre Gignac, President and Chief Executive Officer: “The investment reflects that La Mancha continues to see significant value creation potential in the Company. GMIN’s strong performance and execution to date have reinforced La Mancha’s original investment thesis, which remains firmly supported by the Company’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.”