Mr. Ernest Mast reports
DORE COPPER ANNOUNCES FILING AND MAILING OF MANAGEMENT INFORMATION CIRCULAR IN CONNECTION WITH SPECIAL MEETING AND ENCOURAGES SHAREHOLDERS TO ACCESS MEETING MATERIALS ELECTRONICALLY
Dore Copper Mining Corp. has filed and is in the process of mailing the management information circular and related materials for the special meeting of shareholders of Dore Copper to be held Dec. 16, 2024. At the meeting, Dore Copper shareholders will be asked to consider and vote on a special resolution approving a statutory plan of arrangement pursuant to Section 192 of the Canada Business Corporations Act, subject to the terms and conditions of an arrangement agreement dated Oct. 14, 2024, entered into among Dore Copper, Cygnus Metals Ltd. and 1505901 B.C. Ltd., a wholly owned subsidiary of Cygnus, all as more particularly described in the circular.
The board of directors of Dore Copper and the special committee of independent directors established by the Dore Copper board have unanimously determined that the arrangement is in the best interests of Dore Copper and that the arrangement is fair to the Dore Copper shareholders. The special committee and the Dore Copper board reviewed and considered a significant amount of information and considered a number of factors relating to the arrangement, with the benefit of advice from Dore Copper's management, and the financial and legal advisers of the special committee and the Dore Copper board. The special committee unanimously recommended that the Dore Copper board recommend to Dore Copper shareholders that they vote for the arrangement resolution. The Dore Copper
board unanimously recommends that Dore Copper
shareholders vote
for
the arrangement resolution. See pages 33 to 36 of the circular for a detailed description of the "reasons for the arrangement."
In accordance with the interim order granted by the Ontario Superior Court of Justice (Commercial List) on Nov. 12, 2024, providing for the calling and holding of the meeting, and other procedural matters relating to the arrangement, the arrangement can only proceed if, among other conditions, it receives the approval of not less than two-thirds (66-2/3 per cent) of the votes cast on the arrangement resolution by Dore Copper shareholders in person or by proxy at the meeting and not less than a majority (50 per cent plus one) of the votes cast on the arrangement resolution by Dore Copper shareholders in person or by proxy at the meeting excluding the votes cast by certain interested or related parties or joint actors of Dore Copper in accordance with the minority approval requirements of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions.
Under the arrangement agreement, the parties have agreed to effect the arrangement, pursuant to which Cygnus will indirectly acquire all of the issued and outstanding common shares in the capital of Dore Copper (Dore Copper shares), and Dore Copper shareholders will be entitled to receive, for each Dore Copper share held immediately prior to the effective time of the arrangement, 1.8297 fully paid ordinary shares in the capital of Cygnus.
As a result of, and immediately following the completion of, the arrangement, Dore Copper will be an indirect wholly owned subsidiary of Cygnus, and the former Dore Copper shareholders will be entitled to receive the consideration for each Dore Copper share previously held by them immediately prior to the effective time (subject to rounding, as provided for in the plan of arrangement).
Cygnus has applied for its Cygnus shares to be listed on the TSX Venture Exchange. It is a condition of closing that Cygnus shall have received conditional listing approval from the TSX-V to list the Cygnus shares on the TSX-V. Listing of the Cygnus shares on the TSX-V will be subject to Cygnus receiving approval from, and fulfilling all of the minimum listing requirements of, the TSX-V.
Meeting and circular
The meeting of the Dore Copper shareholders will be held at the offices of Bennett Jones LLP located at One First Canadian Place, 100 King St. West, Suite 3400, Toronto, Ont., M5X 1A4, on Dec. 16, 2024, at 12 p.m. (Toronto time). Dore Copper shareholders of record as of the close of business on Nov. 13, 2024, are entitled to receive notice of and to vote at the meeting. Dore Copper shareholders are urged to vote before the proxy deadline of 12 p.m. (Toronto time) on Dec. 12, 2024.
The circular provides important information on the arrangement and related matters, including the background of the arrangement, the rationale for the recommendations made by the special committee and the Dore Copper board, and voting procedures. Dore Copper shareholders are urged to read the circular and its appendices carefully and in their entirety. The circular is being mailed to Dore Copper shareholders in compliance with applicable Canadian securities laws. The circular is available under Dore Copper's profile on SEDAR+ and on Dore Copper's website.
Impact of Canada Post labour strike
Due to the continuing Canada Post labour strike, it is possible that Dore Copper shareholders may experience a delay in receiving the circular and related materials in respect of the meeting. Dore Copper shareholders are encouraged to access the circular and related materials electronically as noted above. Registered holders of Dore Copper shares experiencing a delay in receiving the circular and related materials may contact Computershare Investor Services Inc. at 1-800-564-6253 to obtain their individual control numbers in order to vote their Dore Copper shares. Registered holders of Dore Copper shares are encouraged to vote their Dore Copper shares via the Internet or via telephone at 1-866-732-VOTE (8683). Registered holders of Dore Copper shares are also encouraged to complete and return letters of transmittal by hand or by courier to ensure the appropriate documents are received in a timely manner. Beneficial holders of Dore Copper shares experiencing a delay in receiving the circular and related materials should contact their broker or other intermediary for assistance in obtaining their individual control numbers in order to vote their Dore Copper shares. Beneficial holders of Dore Copper shares are encouraged to vote their Dore Copper shares via the Internet, or via telephone at 1-800-474-7493 (English) or 1-800-474-7501 (French). It is recommended that any physical forms of proxy or voting instruction forms be delivered via courier to ensure that they are received in a timely manner.
Registered holders of Dore Copper shares who wish to exercise their dissent rights in connection with the arrangement are also cautioned to deliver their written objection to Dore Copper by mail using a method other than Canada Post or by facsimile transmission in accordance with the instructions set forth in the circular to ensure that they are received in a timely manner.
Other matters
Agreement with SOQUEM
Further to its news release dated July 3, 2024, on July 2, 2024, Dore Copper issued 1,190,476 Dore Copper shares to SOQUEM at a deemed price of 10.5 cents per Dore Copper share in connection with its acquisition of a 56.41-per-cent interest in a group of contiguous claims located immediately north and east of its flagship high-grade Corner Bay copper project in the Chibougamau mining camp.
About Dore Copper Mining Corp.
Dore Copper Mining aims to be the next copper producer in Quebec with an initial production target of plus 50 million pounds of copper equivalent annually by implementing a hub-and-spoke operation model with multiple high-grade copper-gold assets feeding its centralized Copper Rand mill1. Dore Copper has delivered its preliminary economic assessment in May, 2022, and is proceeding with a feasibility study. Dore Copper has consolidated a large land package in the prolific Lac Dore/Chibougamau and Joe Mann mining camps that has historically produced 1.6 billion pounds of copper and 4.4 million ounces of gold (2). The land package includes 13 former producing mines, deposits and resource target areas within a 60-kilometre radius of Dore Copper's Copper Rand mill.
About Cygnus Metals
Ltd.
Cygnus Metals is an emerging exploration company focused on advancing the Pontax lithium project (earning up to 70 per cent), the Auclair lithium project and the Sakami lithium project in the world-class James Bay lithium district in Quebec, Canada. In addition, Cygnus has REE (rare earth element) and base metal projects at Bencubbin and Snake Rock in Western Australia. The Cygnus board of directors and technical management team have a proven record of substantial exploration success, and creating wealth for shareholders and all stakeholders in recent years. Cygnus's tenements range from early-stage exploration areas through to advanced drill-ready targets.
(1) Technical report titled "Preliminary Economic Assessment for the Chibougamau Hub-and-Spoke Complex, Quebec, Canada," dated June 15, 2022, in accordance with National Instrument 43-101 -- Standards of Disclosure for Mineral
Projects (NI 43-101). The technical report was prepared by BBA Inc. with several consulting firms contributing to sections of the study, including SLR Consulting (Canada) Ltd., SRK Consulting (Canada) Inc. and WSP Inc.
(2) Sources for historic production figures: Economic Geology, v. 107, pages 963 to 989, "Structural and Stratigraphic Controls on Magmatic, Volcanogenic, and Shear Zone-Hosted Mineralization in the Chapais-Chibougamau Mining Camp, Northeastern Abitibi, Canada" by Francois Leclerc et al (Lac Dore/Chibougamau mining camp) and NI 43-101 technical report on the Joe Mann property dated Jan. 11, 2016, by Geologica Groupe-Conseil Inc. for Jessie Ressources Inc. (Joe Mann mine).
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