LONGUEUIL, Québec, July 09, 2024 (GLOBE NEWSWIRE) — Reunion Gold Corporation (TSXV: RGD; OTCQX: RGDFF) (the “Company” or “Reunion Gold”) is pleased to announce the voting results from its annual general and special meeting (the “Meeting”) of the holders of common shares (“Shares”) of the Company (“Shareholders”) and the holders of options (“Options”) to purchase Shares (the “Optionholders” and together with Shareholders, “Voting Securityholders”) held earlier today.
The Voting Securityholders voted in favour of a special resolution (the “Arrangement Resolution”) to approve the previously announced transaction among G Mining Ventures Corp. (“GMIN”), the Company and Greenheart Gold Inc. (formerly 15963982 Canada Inc.) (“Spinco” or “Greenheart”) pursuant to which, a newly incorporated entity (“New GMIN”) will acquire all of the issued and outstanding shares of each of GMIN and Reunion Gold by way of a court-approved plan of arrangement (the “Arrangement”). Subject to the approval of the Toronto Stock Exchange (the “TSX”), New GMIN will be listed on the TSX in substitution of GMIN.
The Arrangement Resolution was requiring approval by (i) 66⅔% of the votes cast by Shareholders present in person or represented by proxy at the Meeting, (ii) 66⅔% of the votes cast by Voting Securityholders present in person or represented by proxy at the Meeting, and (iii) a simple majority of the votes cast by Shareholders present in person or represented by proxy at the Meeting excluding Shares owned by David A. Fennell and his related parties and joint actors (“Interested Parties”).
Arrangement Resolution (Voting Results)
A total of 1,059,041,002 Shares (representing approximately 85% of the issued and outstanding Shares) and 54,300,000 Options (representing approximately 94% of the issued and outstanding Options) were present in person or represented by proxy at the Meeting. The votes cast in respect of the Arrangement Resolution is summarized as follows:
| Votes For | % For | Votes Against | % Against | |
| Arrangement Resolution (Shareholders) | 1,003,404,081 | 98.98% | 10,299,594 | 1.02% |
| Arrangement Resolution (Voting Securityholders) | 1,057,704,081 | 99.04% | 10,299,594 | 0.96% |
| Arrangement Resolution (Shareholders Excluding Interested Parties) | 938,065,570 | 98.91% | 10,299,594 | 1.09% |
Other Meeting Matters (Voting Results)
In addition to the Arrangement Resolution, resolutions concerning the following annual general matters (“Annual General Resolutions”) were also approved by Shareholders at the Meeting:
- the re-election of the directors (the “Directors Election”) of Reunion Gold for the ensuing year, namely David A. Fennell, Richard Howes, Elaine Bennett, Pierre Chenard, Richard Cohen, Adrian Fleming, Réjean Gourde, Vijay N. J. Kirpalani, and Frederick Stanford;
- the appointment of Raymond Chabot Grant Thornton LLP as the independent auditors of Reunion Gold and to authorize the directors to fix the auditors’ compensation;
- the approval of Reunion Gold’s amended and restated share option plan for continuation until the next annual shareholder meeting of Reunion Gold; and
- the approval of the adoption of Spinco’s share option plan.
The votes cast in respect of the Directors Election is summarized as follows:
| Director | Votes For | % For | Votes Against | % Against |
| Richard Howes | 1,007,246,342 | 99.36% | 6,457,333 | 0.64% |
| David A. Fennell | 1,007,738,948 | 99.41% | 5,964,727 | 0.59% |
| Elaine Bennett | 915,981,587 | 90.36% | 97,722,088 | 9.64% |
| Pierre Chenard | 973,727,933 | 96.06% | 39,975,742 | 3.94% |
| Richard Cohen | 980,446,829 | 96.72% | 33,256,846 | 3.28% |
| Adrian Fleming | 980,547,937 | 96.73% | 33,155,738 | 3.27% |
| Réjean Gourde | 1,007,206,034 | 99.36% | 6,497,641 | 0.64% |
| Vijay N.J. Kirpalani | 1,006,022,487 | 99.24% | 7,681,188 | 0.76% |
| Frederick Stanford | 1,007,184,787 | 99.36% | 6,518,888 | 0.64% |
The votes cast in respect of the remaining Annual General Resolutions is summarized as follows:
| Resolution | Votes For | % For | Votes Against | % Against |
| Appointment of Raymond Chabot Grant Thornton LLP as independent auditors | 1,052,545,425 | 99.39% | 0 | Nil |
| Approval of Reunion Gold’s amended and restated share option plan | 978,409,891 | 96.52% | 35,293,784 | 3.48% |
| Approval of the adoption of Spinco’s share option plan | 981,609,664 | 96.83% | 32,094,011 | 3.17% |
Transaction Update
In addition to the approval of the Arrangement Resolution, we have been advised that the GMIN shareholders approved the Arrangement at the special meeting of GMIN shareholders held earlier today. The Arrangement is expected to become effective on or around July 15, 2024, subject to, among other things, Reunion Gold obtaining a final order from the Ontario Superior Court of Justice (Commercial List) in respect of the Arrangement and the satisfaction or waiver of certain other customary closing conditions.
About Reunion Gold Corporation
Reunion Gold Corporation (TSXV:RGD) (OTCQX:RGDFF) is a leading gold explorer in the Guiana Shield, South America. In 2020, Reunion Gold announced an exciting new greenfield gold discovery at its Oko West project in Guyana and announced its maiden mineral resource estimate in June 2023 after just 22 months of resource definition drilling. In February 2024, Reunion Gold announced an updated Mineral Resource Estimate containing a total of 4.3 Moz of gold in Indicated Resources grading 2.05 g/t and 1.6 Moz of gold in Inferred Resources grading 2.59 g/t. Please refer to the Technical Report entitled “NI 43-101 Technical Report, Oko West Gold Project, Cuyuni-Mazaruni Mining Districts, Guyana” dated April 11, 2024, available under Reunion Gold’s profile on SEDAR+.
The Company’s common shares are listed on the TSX Venture Exchange under the symbol ‘RGD’ and trade on the OTCQX under the symbol ‘RGDFF’. Additional information about the Company is available on SEDAR+ (www.sedarplus.ca) and the Company’s website (www.reuniongold.com).
For further information, please contact:
REUNION GOLD CORPORATION
Rick Howes, President and CEO, or
Doug Flegg, Business Development Advisor
E: doug_flegg@reuniongold.com
E: info@reuniongold.com
Telephone: +1 450.677.2585
Cautionary Statement Regarding Forward-Looking Statements
All statements, other than statements of historical fact, contained in this press release constitute “forward-looking information” and “forward-looking statements” within the meaning of certain securities laws and are based on expectations and projections as of the date of this press release. Forward-looking statements contained in this press release include, without limitation, those related to timing of various steps to complete the Arrangement, the approval of the Arrangement by the Ontario Superior Court (Commercial List), the anticipated closing of the Arrangement to occur on or around July 15, 2024 following the satisfaction of all conditions precedent thereto, as well as statements regarding the beliefs, plans, expectations or intentions of the Company, notably the above section entitled “About Reunion Gold Corporation”.
Forward-looking statements and the assumptions made in respect thereof involve known and unknown risks, uncertainties and other factors beyond the Company’s control including risks and uncertainties related to timing, cost and results of exploration programs, updated resource estimates, economic assessment and development studies; uncertainties inherent with conducting business in foreign jurisdictions including corruption, civil unrest, political instability; geopolitical risks including risks related to recent actions taken by the government of Venezuela over the border dispute; unanticipated title disputes; gold price volatility; currency fluctuations; risks associated with the recurrence of COVID-19 or future pandemics; delays in obtaining governmental approvals or financing; risks regarding potential litigation proceedings; regulatory risks and liabilities including, regulatory environment and restrictions; metallurgical testing and recoveries and other risks of the mining industry; speculative nature of gold exploration; dilution; share price volatility; competition; and loss of key employees. Additional information on these risks and other factors is included in documents and reports filed by the Company with Canadian securities regulators and are available at SEDAR+ (www.sedarplus.ca) including, but not limited to, the cautionary statements made in the relevant sections of the Company’s Annual Information Form and Management Discussion & Analysis.
Forward-looking statements in this press release are made as of the date herein. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements in this press release are reasonable, undue reliance should not be placed on such statements. New factors emerge from time to time, and it is not possible for management of the Company to predict all such factors and to assess in advance the impact of each such factor on the business of the Company or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information or future events or otherwise, except as may be required by law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
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