Court approval clears the final regulatory step for G2 Goldfields' CAD 1.5 billion merger with G Mining and the spin-out of G3. Closing expected in July.
Alpha Score of 57 reflects moderate overall profile with moderate momentum, moderate value, moderate quality. Based on 3 of 4 signals – score is capped at 90 until remaining data ingests.
TORONTO – G2 Goldfields cleared its final legal hurdle Monday. The Ontario Superior Court granted the final order for the company's plan of arrangement with G Mining Ventures and the spin-out of G3 Goldfields.
Shareholders approved the deal at a special meeting earlier this month. The court order was the last regulatory step before closing.
Under the terms, G2 shareholders get 0.212 of a GMIN share and 0.5 of a G3 share for each G2 share held. The arrangement is expected to close in July. G2 shares will then be delisted from the Toronto Stock Exchange and the OTCQX. The company will also apply to stop being a reporting issuer under Canadian securities law.
G3 has applied to list its shares on the Canadian Securities Exchange. The listing depends on G3 meeting CSE requirements.
For non-registered shareholders – those holding G2 shares through a broker or bank – the consideration will flow through CDS Clearing and Depository Services within about three business days after closing. Registered shareholders need to send their certificates or DRS advices to TSX Trust Company with a completed letter of transmittal.
The deal values G2 at roughly CAD 1.5 billion, based on GMIN's share price at announcement. G2's flagship asset is the Oko gold project in Guyana, where the company has outlined more than 11 million ounces of gold across five discoveries.
Dan Noone, G2's CEO and a qualified person under NI 43-101, reviewed the technical information in the release.
G2 Goldfields finds and develops gold deposits in Guyana. The founders have been directly responsible for discovering more than 11 million ounces of gold in the Guiana Shield.
The arrangement was first announced in April. G2 shares surged 85% on the news. The stock has traded between CAD 3.50 and CAD 7.20 over the past 52 weeks.
G Mining Ventures is a gold producer with operations in Brazil and Canada. The combined entity will hold G2's Guyana assets alongside GMIN's existing portfolio.
G3 Goldfields will hold a separate portfolio of exploration-stage assets spun out from G2. The spin-out structure lets G2 shareholders retain exposure to earlier-stage exploration while participating in the GMIN merger.
Proxy advisory firm Glass Lewis recommended shareholders vote for the deal earlier this month. Institutional Shareholder Services also backed the arrangement.
The deal is structured as a plan of arrangement under the Canada Business Corporations Act. It required approval from two-thirds of votes cast by G2 shareholders and a simple majority of votes excluding certain related parties.
G2's management information circular, dated May 12, is available on SEDAR+. It contains full details on the procedure for receiving consideration.
G2 Goldfields has an Alpha Score of 57 out of 100, with a Moderate label in the Industrials sector. The stock page is at /stocks/drs.
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