Independent Proxy Advisory Firms ISS and Glass Lewis Recommend Shareholders Vote for the Proposed Combination of GCM Mining and Aris Gold
09 September 2022 - 7:00AM
GCM Mining Corp. (“GCM Mining” or the “Company”) (TSX: GCM, OTCQX:
TPRFF) announced today that the Company has received positive
recommendations from both Institutional Shareholder Services
(“ISS”) and Glass Lewis & Co., LLC (“Glass Lewis”) in support
of the proposed plan of arrangement of GCM Mining and Aris Gold
Corporation (“Aris Gold”) announced on July 25, 2022.
ISS and Glass Lewis are leading independent,
third-party proxy advisory firms who provide proxy voting
recommendations to pension funds, investment managers, mutual
funds, and other institutional shareholders.
In making their recommendation, ISS
commented:
“The transaction makes strategic sense as the
arrangement will create a combined company with a balanced
portfolio of operating and development assets with increased scale
and diversification, significant free cash flow to unlock
shareholder value, and involves potential cost reduction synergies
of approximately $10 million per year. In addition, the
at-market-value merger is expected to provide the combined company
with an opportunity to re-rate its share price, improved balance
sheet and enhanced capital markets profile. In light of the
reasonable strategic rationale and streamlined corporate structure
with direct realizable synergies, shareholder approval of this
resolution is warranted.”
Glass Lewis commented:
“In conclusion, we find the proposed arrangement
both strategically and financially compelling, structured in a
reasonable manner for GCM shareholders. The board appears to have
formed a reasonable basis in determining that the acquisition of
Aris Gold represents the best path forward to enhance shareholder
value. The combined company will have complementary assets,
enhanced financial and operational scale, a seasoned management
team and board, and various opportunities to realize incremental
value for shareholders. In sum, we believe shareholders are likely
to realize greater value following the transaction than would
otherwise be delivered under the Company's status quo. Moreover,
having reviewed the terms of the transaction, we believe the
all-stock merger consideration represents a reasonable and fair
price for GCM to pay, considering the complementary nature of the
assets and the prevailing market and transaction valuations
recently observed in the gold mining industry. Therefore, we
believe the proposed transaction represents an appropriate use of
the Company's equity capital, given the value-creation opportunity
presented by the transaction. Based on these factors, along with
the support of the board, we believe the proposed share issuance
for the acquisition is in the best interests of shareholders.“
The GCM Mining shareholder meeting will be held
virtually via live audio webcast at
https://virtual-meetings.tsxtrust.com/1397 on September 19, 2022 at
8am PDT/11am EDT. GCM Mining shareholders requiring assistance may
contact GCM Mining’s proxy solicitation agent, Morrow Sodali
(Canada) Ltd., as follows:
Toll-free North America: |
1-888-999-1787 |
Collect outside of North America: |
1-289-695-3075 |
E-mail: |
assistance@morrowsodali.com |
About GCM Mining
GCM Mining is a mid-tier gold producer with a
proven track record of mine building and operating in Latin
America. In Colombia, the Company is the leading high-grade
underground gold and silver producer with several mines in
operation at its Segovia Operations. Segovia produced 206,389
ounces of gold in 2021. In Guyana, the Company is advancing its
fully funded Toroparu Project, one of the largest undeveloped
gold/copper projects in the Americas, which is expected to commence
production of more than 200,000 ounces of gold annually in 2024.
GCM Mining has equity interests in Aris Gold Corporation (~44%;
TSX: ARIS; Colombia – Marmato, Soto Norte; Canada - Juby), Denarius
Metals Corp. (~32%; TSX-V: DSLV; Spain – Lomero-Poyatos and
Colombia – Guia Antigua, Zancudo) and Western Atlas Resources Inc.
(~26%; TSX-V: WA: Nunavut – Meadowbank).
Additional information on GCM Mining can be
found on its website at www.gcm-mining.com and by reviewing its
profile on SEDAR at www.sedar.com.
Cautionary Statement on Forward-Looking
Information:
This news release contains "forward-looking
information", which may include, but is not limited to, statements
with respect to the transaction, the proposed plan of arrangement
and GCM Mining’s shareholder meeting, and other anticipated
business plans or strategies. Often, but not always,
forward-looking statements can be identified by the use of words
such as "plans", "expects", "is expected", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates", or "believes"
or variations (including negative variations) of such words and
phrases, or state that certain actions, events or results "may",
"could", "would", "might" or "will" be taken, occur or be achieved.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of GCM Mining to be materially
different from any future results, performance or achievements
expressed or implied by the forward-looking statements. Factors
that could cause actual results to differ materially from those
anticipated in these forward-looking statements are described under
the caption "Risk Factors" in the Company's Annual Information Form
dated as of March 31, 2022 and the joint management information
circular of the Company and Aris Gold dated August 16, 2022 which
are available for view on SEDAR at www.sedar.com. Forward-looking
statements contained herein are made as of the date of this press
release and GCM Mining disclaims, other than as required by law,
any obligation to update any forward-looking statements whether as
a result of new information, results, future events, circumstances,
or if management's estimates or opinions should change, or
otherwise. There can be no assurance that forward-looking
statements will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
statements. Accordingly, the reader is cautioned not to place undue
reliance on forward-looking statements.
For Further Information,
Contact:Mike DaviesChief Financial Officer(416)
360-4653investorrelations@gcm-mining.com
GCM Mining (TSX:GCM)
Historical Stock Chart
From Sep 2024 to Oct 2024
GCM Mining (TSX:GCM)
Historical Stock Chart
From Oct 2023 to Oct 2024