03:58:52 EDT Fri 17 May 2024
Enter Symbol
or Name
USA
CA



Cerrado Gold Inc
Symbol CERT
Shares Issued 78,663,637
Close 2023-05-30 C$ 0.95
Market Cap C$ 74,730,455
Recent Sedar Documents

Voyager Metals completes acquisition by Cerrado Gold

2023-05-31 14:35 ET - News Release

See News Release (C-VONE) Voyager Metals Inc

Mr. Cliff Hale-Sanders of Voyager reports

VOYAGER METALS AND CERRADO GOLD ANNOUNCE COMPLETION OF BUSINESS COMBINATION TRANSACTION

Voyager Metals Inc. has successfully completed the previously announced statutory plan of arrangement under the Business Corporations Act (Ontario) pursuant to which Cerrado acquired all of the issued and outstanding common shares of Voyager that it did not already own. The Arrangement was carried out pursuant to the terms of the arrangement agreement between Voyager and Cerrado dated March 7, 2023 (the "Arrangement Agreement") and became effective today, resulting in Voyager becoming a wholly-owned subsidiary of Cerrado. The Arrangement had received the requisite approval of Voyager shareholders and optionholders at a special meeting held on May 24, 2023. The Ontario Superior Court of Justice (Commercial List) issued a final order approving the Arrangement on May 26, 2023.

Pursuant to the Arrangement, each former shareholder of Voyager, other than Cerrado, is entitled to receive 1/6 of one (1) Cerrado share for each outstanding Voyager share (the "Consideration"). Further in connection with the Arrangement, holders of the Voyager options received options of Cerrado adjusted in accordance with the Exchange Ratio and subject to the terms of the Arrangement Agreement (the "Cerrado Replacement Options"), resulting in the grant of 1,266,649 Cerrado Replacement Options. The Cerrado Replacement Options are not exercisable by the holders thereof until shareholder and relevant TSX Venture Exchange approvals have been obtained in respect of such options and an amended Cerrado omnibus plan with higher limits is in place to accommodate the exercise of such options. Such approval is being sought at the annual and special meeting of Cerrado shareholders expected to be held on July 19, 2023. In addition, all outstanding common share purchase warrants of Voyager ("Voyager Warrants") have been adjusted, in accordance with their terms, and following the Arrangement, are exercisable for up to 1,779,755 Cerrado shares based on the Exchange Ratio.

In order to receive the Consideration in exchange for their Voyager shares, registered Voyager shareholders are reminded that they must complete, execute and submit the letter of transmittal (a copy of which was included in the meeting materials previously mailed to Voyager shareholders) to TSX Trust Company, in its capacity as depositary under the Arrangement, together with their certificate(s) or DRS advice(s) representing their Voyager shares, in accordance with the tender procedures described in the Circular (as defined below) and the letter of transmittal. Registered shareholders are encouraged to tender their Voyager shares as soon as possible in exchange for the Consideration. For any questions about completing the letter of transmittal in connection with the Arrangement, please contact TSX Trust Company at 416-342-1091 or by email at tsxtis@tmx.com. Beneficial shareholders should contact their intermediary and arrange for the intermediary to complete the necessary steps to ensure they receive the Consideration for their Voyager shares as soon as possible following the completion of the Arrangement.

Following completion of the Arrangement, the Voyager Shares are expected to be de-listed from the TSX Venture Exchange as soon as reasonably practicable, and in any event on or about June 5, 2023. In connection therewith, Voyager intends to submit an application to the applicable securities regulators to cease to be a reporting issuer and to terminate its public reporting obligations.

Further details regarding the Arrangement are set out in Voyager's information circular dated April 19, 2023, which is available on SEDAR (www.sedar.com) under Voyager's issuer profile.

Advisors

Echelon Wealth Partners Inc. acted as financial advisor and Bennett Jones LLP acted as legal advisor to Voyager in connection with the Arrangement.

WeirFoulds LLP acted as legal advisor to Cerrado in connection with the Arrangement.

About Voyager Metals Inc.

Voyager Metals Inc. is a mineral exploration company headquartered in Toronto, Canada.The Company is focused on advancing its Mont Sorcier, Vanadium-rich, Magnetite Iron Ore Project, located just outside of Chibougamau, Quebec.

About Cerrado Gold Inc.

Cerrado Gold is a Toronto-based gold production, development, and exploration company focused on gold projects in South America. The Company is the 100% owner of both the producing Minera Don Nicolas mine in Santa Cruz province, Argentina, and the highly prospective Monte Do Carmo development project, located in Tocantins State, Brazil.

At Minera Don Nicolas, Cerrado is maximizing asset value through continued operational optimization and further production growth. An extensive campaign of exploration is ongoing to further unlock potential resources in our highly prospective land package in the heart of the Deseado Masiff.

At Monte Do Carmo, Cerrado is rapidly advancing the Serra Alta deposit through Feasibility and into production. Serra Alta is expected to be a high-margin and high-return project with significant exploration potential on an extensive and highly prospective 82,542-hectare land package.

We seek Safe Harbor.

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