G Mining TZ Corp.

Order

Headnote

National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- Application for an order that the issuer is not a reporting issuer under applicable securities laws -- issuer has more than 15 securityholders in a Canadian jurisdiction, but fewer than 51 securityholders in Canada.

Applicable Legislative Provisions

Securities Act (Ontario), R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).

[Original text in French]

DÉCISION No: 2024-IC-1051153

No dossier SEDAR+: 06157321

August 29, 2024

IN THE MATTER OF
THE SECURITIES LEGISLATION OF
QUÉBEC AND ONTARIO
(the Jurisdictions)

AND

IN THE MATTER OF
THE PROCESS FOR CEASE TO BE
A REPORTING ISSUER APPLICATIONS

AND

IN THE MATTER OF
G MINING TZ CORP.
(the Filer)

ORDER

Background

The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filer for an order under the securities legislation of the Jurisdictions (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).

Under the Process for Cease to be a Reporting Issuer Applications (for a dual application):

(a) the Autorité des marchés financiers is the principal regulator for this application;

(b) the Filer has provided notice that subsection 4C.5(1) of Regulation 11-102 Passport System, CQLR c V-1.1, r 1 (Regulation 11-102) is intended to be relied upon in each of Alberta, British Columbia, Prince Edward Island, Manitoba, New Brunswick, Nova Scotia, Saskatchewan, Newfoundland and Labrador, Yukon, Nunavut, and the Northwest Territories (together with the Jurisdictions, the Reporting Jurisdictions); and

(c) this order is the order of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

Terms defined in Regulation 14-101 respecting Definitions, CQLR c V-1.1, r 3, Regulation 11-102 and, in Québec, in Regulation 14-501Q on definitions, CQLR c V-1.1, r 4 have the same meaning if used in this order, unless otherwise defined.

Representations

This order is based on the following facts represented by the Filer:

1. The Filer is a corporation governed by the Canada Business Corporations Act with its head office in Brossard, Québec, Canada.

2. The Filer is currently a reporting issuer in each of the Reporting Jurisidictions.

3. On April 22, 2024, the Filer, Reunion Gold Corporation (Reunion Gold) and Greenheart Gold Inc. (formerly 15963982 Canada Inc.) entered into an arrangement agreement (which was subsequently amended effective June 7, 2024) (the Arrangement) and pursuant to which 16144616 Canada Inc., an entity incorporated to hold and manage the combined business of the Filer and Reunion Gold, (New GMIN) acquired (i) all of the Shares (as defined below) from the shareholders of the Filer (the Filer Shareholders), and (ii) all of the issued and outstanding common shares of Reunion Gold from the shareholders of Reunion Gold.

4. On July 9, 2024, the Arrangement was approved by the Filer Shareholders and subsequently, by a final order of the Ontario Superior Court of Justice on July 11, 2024.

5. The Arrangement was completed and became effective on July 15, 2024 at 12:01 a.m. (Eastern Time) (the Effective Time).

6. After the Effective Time, the Filer was renamed G Mining TZ Corp. and New GMIN was renamed G Mining Ventures Corp.

7. Immediately prior to the Effective Time, the Filer's outstanding share capital consisted of:

a) 485,636,623 issued and outstanding common shares (the Shares);

b) 11,885,491 issued and outstanding stock options (the Options);

c) 900,000 issued and outstanding deferred share units (the DSUs);

d) 528,985 issued and outstanding restricted share units (the RSUs); and

e) 41,240,587 outstanding share purchase warrants (of which 29,740,587 expire on September 15, 2024 and 11,500,000 expire on July 21, 2027) (the Warrants, and together with the DSUs and the RSUs, the Convertible Securities).

8. The Shares were listed for trading on the Toronto Stock Exchange (the TSX) and quoted on the OTCQX Market of the OTC Markets Group Inc. (the OTCQX).

9. No other securities of the Filer were listed on any exchange.

10. On July 17, 2024, the Shares have been delisted from the TSX and withdrawn from the OTCQX.

11. At the same time, the G Mining Ventures Corp. Shares (as defined below) became listed on the TSX (and are expected to become quoted on the OTCQX) under the same stock symbols of the Filer.

12. G Mining Ventures Corp. became a reporting issuer in each of the Reporting Jurisdictions, with the Filer becoming a wholly owned subsidiary of G Mining Ventures Corp.

13. Pursuant to the Arrangement:

a) the Filer Shareholders received 0.25 of a common share of G Mining Ventures Corp. (each whole share, a G Mining Ventures Corp. Share) for each Share held (the Filer Exchange Ratio);

b) each holder of a DSU or RSU outstanding immediately prior to the Effective Time is entitled to be issued and to receive, at the discretion of the Filer, such number of G Mining Ventures Corp. Shares as is equal to the Filer Exchange Ratio for each Share that was issuable upon the due exercise of the DSU or RSU, as applicable, immediately prior to the Effective Time; and

c) holders of Options received replacement options from G Mining Ventures Corp., each of which is exercisable for G Mining Ventures Corp. Shares based on the Filer Exchange Ratio.

14. Each RSU and DSU continues to be governed by and be subject to the terms of the Filer's existing equity incentive plans, subject to any addendum or grant or vesting documents, as applicable, issued or provided by G Mining Ventures Corp. to holders of the RSUs and DSUs to facilitate the settlement of the RSUs and DSUs.

15. The DSUs and RSUs are, by their nature and pursuant to the terms of the Filer's existing equity incentive plans, non-transferable and not convertible into any other security, except for securities of G Mining Ventures Corp.

16. Each holder of Warrants (Warrantholders) is, upon the exercise of such Warrants, entitled to be issued and to receive upon payment of the original exercise price in accordance with the terms of the Warrants the number of G Mining Ventures Corp. Shares which the Warrantholder would have been entitled to receive as a result of the Arrangement if, immediately prior to the Effective Time, such Warrantholder had been registered as the holder of the equivalent number of Shares that the Warrantholder would have received if the Warrantholder had exercised the Warrants before the Effective Time.

17. Each Warrant continues to be governed by and be subject to the terms of the applicable warrant certificate, subject to any supplemental indenture, warrant certificate or exercise documents, as applicable, issued or provided by G Mining Ventures Corp. to holders of the Warrants to facilitate the exercise of the Warrants.

18. The Warrants were not and are not listed on any stock exchange for trading.

19. As a result of the Arrangement, G Mining Ventures Corp. is the sole holder of all the issued and outstanding Shares and no other securities of the Filer remain outstanding, except for the Convertible Securities.

20. Based on the number of outstanding securities of the Filer prior to the Effective Time and immediately following the completion of the Arrangement, 10,667,392 G Mining Ventures Corp. Shares were reserved for issuance upon exercise of the Convertible Securities.

21. The simplified procedure under Section 19 of Policy Statement 11-206 respecting Process for Cease to be a Reporting Issuer Applications (PS 11-206) is not available to the Filer as after the Effective Time there is not fewer than 15 securityholders in each of the jurisdictions of Canada and 51 securityholders in total worldwide.

22. Although the Filer does not meet the criteria set forth in Section 19(b) of PS 11-206, the Filer meets the remaining "simplified procedure" criteria set forth in Section 19 of PS 11-206 as follows:

a) the Filer is not an OTC reporting issuer under Regulation 51-105 respecting Issuers Quoted in the U.S. Over-The-Counter Markets;

b) no securities of the Filer, including debt securities, are nor will be traded in Canada or another country on a marketplace as defined in Regulation 21-101 respecting Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;

c) the Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer; and

d) the Filer is not in default of securities legislation in any jurisdiction of Canada as of the date hereof, including Regulation 51-102 respecting Continuous Disclosure Obligations.

23. The modified procedure under Section 20 of PS 11-206 is not available to the Filer since the Filer is not incorporated or organized under the laws of a foreign jurisdiction, does not file continuous disclosure reports under U.S. Securities laws and is not listed on a U.S. exchange.

24. Based on the Computershare Investor Services Inc. report on Warrantholders dated July 16, 2024 and on the Filer's records as of July 17, 2024, the number of holders of the outstanding Convertible Securities held by these holders and the jurisdiction of residence each such holder prior to the Effective Time are as follows:

a) 92 holders of Warrants, of which:

i. 4 holders are in Ontario;

ii. 87 holders are in the United States of America; and

iii. 1 holder is in Puerto Rico.

It is to be noted that 29,740,587 Warrants of the outstanding Warrants, representing 91 of the 92 beneficial holders of Warrants, have an expiry date of September 15, 2024, which is approximately four weeks from the date hereof, and 11,500,000 Warrants of the outstanding Warrants, held by a single holder resident in Ontario, have an expiry date of July 21, 2027.

b) 6 holders of RSUs, of which:

i. 4 holders are in Québec; and

ii. 2 holders are in Ontario.

c) 8 holders of DSUs, of which:

i. 2 holders are in Québec;

ii. 2 holders are in Ontario;

iii. 1 holder is in the Bahamas;

iv. 2 holders are in Brazil: and

v. 1 holder is in the United Kingdom.

25. G Mining Ventures Corp. is after the Arrangement the owner of all of the issued and outstanding voting securities of the Filer.

26. The Convertible Securities are now exercisable for G Mining Ventures Corp. Shares and holders thereof are no longer entitled to receive any Shares of the Filer.

27. G Mining Ventures Corp. is a reporting issuer in each of the Reporting Jurisdictions and needs to satisfy all reporting obligations under the Legislation.

28. For the financial reporting of G Mining Ventures Corp., the financial information concerning the Filer is consolidated with the financial information of G Mining Ventures Corp.

29. As such, following the completion of the Arrangement, it is the continuous disclosure information relating to G Mining Ventures Corp., and not to the Filer, that is of importance to holders of the Convertible Securities because such Convertible Securities are exercisable only for G Mining Ventures Corp. Shares.

30. The continuous disclosure requirements and the Legislation relating to the Filer would not be meaningful or be of any significant benefit to the holders of Convertible Securities.

31. The Filer does not intend to issue or to distribute any securities, including under the existing short form base shelf prospectus of the Filer dated January 18, 2023, nor to seek financing by way of a public offering or private offering or private placement of its securities, and will not have any securities outstanding other than the Shares issued to and held by G Mining Ventures Corp. pursuant to the Arrangement and the Convertible Securities.

32. There is no obligation or covenant related to the Convertible Securities requiring the Filer to maintain its status as a reporting issuer in any jurisdiction of Canada.

33. The Filer is applying for an order that the Filer has ceased to be a reporting issuer in each of the Reporting Jurisdictions. If each of the Decision Makers grants the Order Sought, the Filer will no longer be a reporting issuer in the Reporting Jurisdictions.

Order

Each of the Decision Makers is satisfied that the order meets the test set out in the Legislation for the Decision Maker to make the order.

The decision of the Decision Makers under the Legislation is that the Order Sought is granted.

"Marie-Claude Brunet-Ladrie"
Directrice de la surveillance des émetteurs et initiés

OSC File #: 2024/0422