G Mining Ventures Corp. — M&A Activity 2024

Aug 2, 2024

G MINING VENTURES CORP.

Form 51-102F4 BUSINESS ACQUISITION REPORT

Item 1 – Identity of Company

1.1 Name and Address of Company

G Mining Ventures Corp. (formerly 16144616 Canada Inc.) (“ New GMIN ”). 5025 Boul. Lapinière, 10th Floor, Suite 1050 Brossard, Québec J4Z 0N5

1.2 Executive Officer

For further information, please contact:

Julie Lafleur Vice President, Finance & Chief Financial Officer (438) 403-4678

Item 2 – Details of Acquisition

2.1 Nature of Businesses Acquired

On April 22, 2024, G Mining TZ Corp. (formerly G Mining Ventures Corp.) (“ GMIN ”), Reunion Gold Corporation (“ Reunion Gold ”) and Greenheart Gold Inc. (formerly 15963982 Canada Inc.) (“ Greenheart Gold ”, and collectively with GMIN and Reunion Gold, the “ Parties ”), entered into an arrangement agreement, which was subsequently amended effective June 7, 2024, setting forth the terms and conditions on which the Parties agreed to complete a plan of arrangement under Section 192 of the Canada Business Corporations Act (the “ Arrangement ”).

Pursuant to the Arrangement, the successor issuer, New GMIN, has acquired (i) all of the issued and outstanding common shares in the capital of GMIN (each whole share, a “ GMIN Share ”) and (ii) all of the issued and outstanding common shares in the capital of Reunion Gold (each whole share, a “ Reunion Gold Share ”).

Reunion Gold is a gold explorer in the Guiana Shield, South America which owns, among other things, the Oko West gold project located in Guyana (the “ Oko West Project ”). For further details regarding Reunion Gold and the Oko West Project, please refer to the joint management information circular of GMIN and Reunion Gold dated June 7, 2024 (the “ Circular ”), which has been filed under GMIN’s SEDAR+ profile at www.sedarplus.ca.

2.2 Acquisition Date

July 15, 2024

2.3 Consideration

In connection with the Arrangement:

• (i) former holders of GMIN Shares received 0.25 of a common share of New GMIN (each whole share, a “ New GMIN Share ”) for each GMIN Share held;

• (ii) former holders of Reunion Gold Shares received 0.07125 of a New GMIN Share and 0.05 of a common share of Greenheart Gold (each whole share, a “ Greenheart Gold Share ”) for

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each Reunion Gold Share held; and

• (iii) Reunion Gold assigned and transferred to Greenheart Gold all of its assets other than the Oko West Project, including C$15 million in cash which GMIN funded, resulting in New GMIN holding, indirectly through Reunion Gold, 19.9% of the outstanding Greenheart Gold Shares, and the former Reunion Gold shareholders holding the remaining 80.1%.

In addition, pursuant to the Arrangement, holders of outstanding options to purchase GMIN Shares and options to purchase Reunion Gold Shares received replacement options from New GMIN, each of which is exercisable for New GMIN Shares based on an exchange ratio of 0.25 and 0.07125, respectively. Holders of outstanding options to purchase Reunion Gold Shares also received options to purchase Greenheart Gold Shares.

Further, holders of outstanding deferred share units and restricted share units of GMIN are entitled to receive, upon their exercise, in lieu of GMIN Shares, New GMIN Shares based on an exchange ratio of 0.25, and holders of outstanding warrants to purchase GMIN Shares are entitled to receive, upon their exercise, in lieu of GMIN Shares, New GMIN Shares based on the same exchange ratio.

2.4 Effect on Financial Position

Through the acquisition of Reunion Gold, New GMIN sets the stage for the creation of an Americasfocused, leading intermediate gold producer with the addition of the Oko West Project to New GMIN’s portfolio. The Oko West Project is one of the most significant gold discoveries in the Guiana Shield and has potential to support a large, long-life mine complex.

Through the full ownership and control of the Oko West Project, New GMIN believes that it can accelerate its development through anticipated cash flow generation from the Tocantinzinho gold project (“ TZ Project ”) and unlock value of the Oko West Project, leveraging the systems, equipment, expertise and team from the TZ Project. New GMIN deems the Arrangement to be a meaningful acquisition that can provide asset diversification and improves New GMIN’s long-term production and cash flow profile.

Other than as set out below and changes to the corporate structure, board of directors and management of New GMIN, GMIN and Reunion Gold as a result of completion of the Arrangement, all as described in the material change report of GMIN dated July 15, 2024, and the Circular, each of which is available under GMIN’s SEDAR+ profile at www.sedarplus.ca, New GMIN does not have any current plans or proposals for material changes in its business affairs or the affairs of GMIN or Reunion Gold which may have a significant effect on the financial performance and financial position of New GMIN.

The effect of the Arrangement on the financial position of New GMIN is outlined in the unaudited pro forma condensed consolidated financial statements referred to in Item 3, which shows the effect of the Arrangement on the results of operations and on the financial position of New GMIN.

2.5 Prior Valuations

There has been no valuation opinion obtained within the last twelve months by GMIN, New GMIN or, to the knowledge of New GMIN, Reunion Gold required by securities legislation or a Canadian exchange or market to support the consideration paid by GMIN or New GMIN in connection with the Arrangement.

2.6 Parties to Transaction

The Arrangement was not with an informed person, associate or affiliate of GMIN or New GMIN.

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However, approval of the Arrangement required a majority of the minority vote by the GMIN shareholders and Reunion Gold shareholders at their respective annual general and special meetings, in accordance with Section 8.1(2) of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Arrangements . For GMIN, the majority of the minority vote excluded the votes attached to the GMIN Shares held by La Mancha Investments S.à r.l. and its related parties and joint actors, while for Reunion Gold, the majority of the minority vote excluded the votes attached to the Reunion Gold Shares held by David A. Fennell and his related parties and joint actors.

2.7 Date of Report

August 2nd, 2024

Item 3 – Financial Statements and Other Information

The following consolidated financial statements of GMIN and Reunion Gold, which have been filed under their respective SEDAR+ profiles at www.sedarplus.ca, are incorporated by reference in, and form a part of, this business acquisition report:

• (i) the unaudited condensed interim consolidated financial statements of GMIN for the three months ended March 31, 2024 and 2023, and the related notes thereto;

• (ii) the audited consolidated financial statements of GMIN for the years ended December 31, 2023 and 2022, and the related notes thereto;

• (iii) the unaudited condensed interim consolidated financial statements of Reunion Gold for the three months ended March 31, 2024 and 2023, and the related notes thereto; and

• (iv) the audited consolidated financial statements of Reunion Gold for the years ended December 31, 2023 and 2022, and the related notes thereto.

The above-noted consolidated financial statements of GMIN and Reunion Gold are also incorporated by reference in the Circular, which has been filed under GMIN’s SEDAR+ profile at www.sedarplus.ca.

The following unaudited pro forma condensed consolidated financial statements of New GMIN (the “ pro forma financial statements ”) are also incorporated by reference in, and form a part of, this business acquisition report:

• (i) the unaudited pro forma consolidated statement of financial position of New GMIN as at March 31, 2024;

• (ii) the unaudited pro forma consolidated statement of loss of New GMIN for the three months ended March 31, 2024;

• (iii) the unaudited pro forma consolidated statement of loss of New GMIN for the year ended December 31, 2013; and

• (iv) the related notes thereto.

The above-noted pro forma financial statements of New GMIN are also attached as Appendix J-2 to the Circular, which has been filed under GMIN’s SEDAR+ profile at www.sedarplus.ca.

The auditors of GMIN and Reunion Gold consented to the incorporation by reference of their respective audit reports on the audited consolidated financial statements of GMIN and Reunion Gold into the Circular. As such, GMIN and Reunion Gold have not requested or obtained the consents of their respective auditors to include such audit reports into this business acquisition report.

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- Cautionary Statement Regarding Forward Looking Information

All statements, other than statements of historical fact, contained in this business acquisition report constitute “forwardlooking 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 business acquisition report. Forward-looking statements contained in this business acquisition report include, without limitation, those related to New GMIN’s strategic plans, future operations and related cash flows, future exploration, development and other work programs and the impact of the implementation of the Arrangement on New GMIN, its operations and financial position.

Forward-looking statements are based on expectations, estimates and projections as of the time of this business acquisition report. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by New GMIN, GMIN or Reunion Gold, as applicable, as of the time of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. These estimates and assumptions may prove to be incorrect.

Many of these uncertainties and contingencies can directly or indirectly affect, and could cause, actual results to differ materially from those expressed or implied in any forward-looking statements. There can be no assurance that, notably but without limitation, New GMIN will (i) bring the TZ Project into commercial production, (ii) grow New GMIN into the next intermediate producer, (iii) maximize the value of the Oko West Project, or (iv) accelerate value creation at the Oko West Project, as currently contemplated or at all, as future events could differ materially from what is currently anticipated by New GMIN. In addition, there can be no assurance that the Oko West Project will play an important role in realizing New GMIN’s vision of becoming a leading intermediate gold producer, or that tangible synergies will ensue from completing the Arrangement.

By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections and other forward-looking statements will not be achieved or that assumptions do not reflect future experience. Forward-looking statements are provided for the purpose of providing information about management’s expectations and plans relating to the future. Readers are cautioned not to place undue reliance on these forward-looking statements as a number of important risk factors and future events could cause the actual outcomes to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates, assumptions and intentions expressed in such forward-looking statements. All of the forward-looking statements made in this business acquisition report are qualified by these cautionary statements and those made in New GMIN’s, GMIN’s and Reunion Gold’s other filings with the securities regulators of Canada including, but not limited to, the cautionary statements made in the relevant sections of the Circular, the relevant sections of GMIN’s (i) Annual Information Form dated March 27, 2024, for the financial year ended December 31, 2023, and (ii) Management Discussion & Analysis, as well as the relevant sections of Reunion Gold’s (i) Annual Information Form dated April 25, 2024 for the financial year ended December 31, 2023, and (ii) Management Discussion & Analysis. New GMIN cautions that the foregoing list of factors that may affect future results is not exhaustive, and new, unforeseeable risks may arise from time to time. New GMIN disclaims any intention or obligation to update or revise any forward-looking statements or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law.