Toronto, Ontario--(Newsfile Corp. - December 15, 2025) - Mines D'Or Orbec Inc. (TSXV: BLUE) (OTC Pink: BLTMF) ("Orbec" or the "Company") is pleased to announce that at its special meeting of shareholders (the "Shareholders"), holders of incentive stock options ("Optionholders"), and holders of common share purchase warrants ("Warrantholders", and together with the Shareholders and Optionholders, "Securityholders") held today (the "Meeting"), Securityholders approved the special resolution authorizing the proposed acquisition of Orbec by IAMGOLD Corporation ("IAMGOLD") (NYSE: IAG) (TSX: IMG), pursuant to a statutory plan of arrangement under Section 182 of the Business Corporations Act (Ontario) (the "Arrangement").
The special resolution approving the Arrangement was approved by (i) 99.96% of the votes cast by Shareholders present in person (virtually) or represented by proxy and entitled to vote at the Meeting, (ii) 99.97% of the votes cast by Shareholders, Optionholders and Warrantholders, voting together as a single class, present in person (virtually) or represented by proxy and entitled to vote at the Meeting, and (iii) 99.93% of the votes cast by Shareholders present in person (virtually) or represented by proxy and entitled to vote at the Meeting other than the votes cast by holders of common shares of the Company (each an "Orbec Share") required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. A total of 58,372,757 votes were cast by Shareholders, representing approximately 53.59% of the votes attached to all the issued and outstanding Orbec Shares as at the record date of the Meeting.
Under the terms of the Arrangement, each Shareholder (other than IAMGOLD and Shareholders validly exercising their dissent rights) will receive total consideration representing a value of $0.125 per Orbec Share, which consists of an aggregate of (i) 0.003466 of a common share of IAMGOLD and (ii) $0.0625 per each Orbec Share in cash. In-the money Options of Orbec (each an "Orbec Option"), whether vested or unvested, will, without any further action by or on behalf of such Optionholder, be deemed to be surrendered, assigned and transferred by such Optionholder to the Company in exchange for a cash payment made by or on behalf of Orbec, equal to the difference between their exercise price and $0.125 multiplied by the number of Orbec Shares such Orbec Options entitle the holders thereof to purchase, and be immediately cancelled. In-the-money common share purchase warrants (each an "Orbec Warrant") will also, without any further action by or on behalf of such Warrantholder, be deemed to be surrendered, assigned and transferred by such Warrantholder to the Company in exchange for a cash payment made by or on behalf of Orbec, equal to the difference between their exercise price and $0.125 multiplied by the number of Orbec Shares such Orbec Warrants entitle the holders thereof to purchase, with the exception of Orbec Warrants held by IAMGOLD which shall be deemed to be surrendered, assigned and transferred without any consideration, and be immediately cancelled. All out-of-the-money Orbec Options and out-of-the-money Orbec Warrants will be deemed to be surrendered, assigned and transferred to the Company, and ultimately cancelled, without any payment therefor.
Further details regarding the Arrangement, including information regarding payment of the consideration, can be found in the Company's management information circular dated November 10, 2025 (the "Circular"). The Circular and accompanying letters of transmittal (each, a "Letter of Transmittal") are available under the Company's issuer profile on SEDAR+ at www.sedarplus.ca. Registered Shareholders and Warrantholders who have not already done so must complete and sign the applicable Letter of Transmittal and return it, together with the certificate(s) and/or DRS advice(s) representing their Orbec Shares and/or Orbec Warrants, as applicable, and any other required documents and instruments, in accordance with the procedures set out in the Letters of Transmittal, to receive the consideration under the Arrangement.
Orbec will seek a final order of the Ontario Superior Court of Justice (Commercial List) (the "Court") to approve the Arrangement at a hearing expected to be held on or about December 18, 2025. The Arrangement is expected to close on or about December 22, 2025, provided all conditions precedent set forth in the arrangement agreement dated October 19, 2025 (the "Arrangement Agreement") governing the Arrangement are satisfied or waived. The Arrangement Agreement is available under the Company's issuer profile on SEDAR+ at www.sederaplus.ca.
About Mines D'Or Orbec Inc.
Mines D'Or Orbec Inc. is a gold company that owns 100% of a large and highly prospective mineral claim position near Chibougamau, Québec. The Muus Project covers approximately 25,250 hectares in the northeastern part of the Abitibi Greenstone Belt. Muus is prospective for gold mineralization and is adjacent to and on strike with IAMGOLD's Nelligan Gold Project. Orbec has announced that exploration of the Muus Gold Project will advance in technical collaboration with IAMGOLD, which owns approximately 9.9% of the Company. Field work completed during 2022 established that the northern portion of the Muus Gold Project is also prospective for copper-gold volcanogenic massive sulphide mineralization, as well as confirming that it is prospective for high-grade gold mineralization similar to IAMGOLD's nearby Nelligan gold discovery.
Neither the TSX Venture Exchange ("TSXV") nor its Regulations Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statement Regarding Forward-Looking Information
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to statements regarding the anticipated timing of the final order hearing, receipt of all necessary Court and regulatory approvals, and the anticipated timing and completion of the Arrangement.
These forward-looking statements are based on reasonable assumptions and estimates of management of the Company at the time such statements were made. Actual future results may differ materially as forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to materially differ from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors, among other things, include: fluctuations in general macroeconomic conditions; fluctuations in securities markets; fluctuations in spot and forward prices of gold, silver, base metals or certain other commodities; fluctuations in currency markets (such as the Canadian dollar to United States dollar exchange rate); change in national and local government, legislation, taxation, controls, regulations and political or economic developments; risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards, industrial accidents, unusual or unexpected formations pressures, cave-ins and flooding); inability to obtain adequate insurance to cover risks and hazards; the presence of laws and regulations that may impose restrictions on mining; employee relations; relationships with and claims by local communities and indigenous populations; availability of increasing costs associated with mining inputs and labour; the speculative nature of mineral exploration and development (including the risks of obtaining necessary licenses, permits and approvals from government authorities); and title to properties. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Readers should not place undue reliance on the forward-looking statements and information contained in this news release. The Company assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

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