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) 662⁄3% of the votes cast by Shareholders present in person or represented by proxy at the Meeting, (ii) 662⁄3% 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.