September 2022
Aris Gold
Canaccord Genuity Acts as Sole Financial Advisor to Aris Gold on its At-Market Combination with GCM Mining
Canaccord Genuity is pleased to announce that on July 25, 2022, its client, Aris Gold Corporation (TSX:ARIS; OTCQX: ALLXF) (“Aris Gold” or the “Company”) announced that they entered into a definitive agreement (“Agreement”) with GCM Mining Corp. (TSX:GCM; OTCQX:TPRFF) (“GCM”) pursuant to which GCM has agreed to acquire all of the issued and outstanding shares of Aris Gold not already held by GCM by way of a plan of arrangement (“Plan of Arrangement”) under the Business Corporations Act (British Columbia) (the “Transaction”). Canaccord Genuity acted as sole financial advisor to Aris Gold and provided a fairness opinion to the Company’s Board of Directors.
Under the terms of the Transaction, all the outstanding Aris Gold shares not held by GCM will be exchanged at a ratio of 0.500 of a common share of GCM for each common share of Aris Gold (the “Exchange Ratio”).The Exchange Ratio was determined at-market giving consideration to the 10-day and 20-day volume weighted average prices on the Toronto Stock Exchange for each of GCM and Aris Gold for the period ending July 22, 2022, and values 100% of the Aris Gold equity at C$243 million on a fully-diluted in-the-money basis. GCM shareholders and Aris Gold shareholders (not including GCM) will own 74% and 26% of the resulting entity, respectively, on a fully-diluted in-the-money basis.
The resulting entity will be renamed Aris Gold Corporation and led by Ian Telfer as Chair and Neil Woodyer as CEO and Director. Serafino Iacono, Executive Chair of GCM, will continue in his role as Director on the resulting entity’s Board. The Transaction is expected to close in September 2022.
Aris Gold is a Canadian junior gold producer with assets in Colombia and Canada. In Colombia, Aris Gold operates the 100%-owned Marmato mine, where a modernization and expansion program is under way, and as of April 12, 2022, operates the Soto Norte joint venture, where environmental licensing is advancing to develop a new gold mine. Aris Gold also owns the Juby project, an advanced exploration stage gold project in Ontario, Canada.
GCM is a Canadian mid-tier gold producer with assets in Colombia and Guyana. In Colombia, GCM is a leading high-grade underground gold and silver producer with several mines in operation at its Segovia Operations. 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 in 2024.
The Canaccord Genuity team included Gene McBurney, Brad Cameron, Maximiliano Valera, Matt Reimer, Thomas Tran and Hernan Martinez from Investment Banking.