07:49:00 EDT Fri 17 May 2024
Enter Symbol
or Name
USA
CA



Iamgold Corp
Symbol IMG
Shares Issued 481,153,584
Close 2023-12-05 C$ 3.25
Market Cap C$ 1,563,749,148
Recent Sedar Documents

Iamgold to acquire Vanstar Mining Resources

2023-12-05 09:15 ET - News Release

Mr. Renaud Adams reports

IAMGOLD SIGNS AGREEMENT TO ACQUIRE VANSTAR RESOURCES

Iamgold Corp. has signed a definitive arrangement agreement with Vanstar Mining Resources Inc., pursuant to which Iamgold has agreed to acquire all of the issued and outstanding common shares of Vanstar by way of a court-approved plan of arrangement under the Canada Business Corporations Act. All monetary amounts are expressed in U.S. dollars, unless otherwise indicated.

Pursuant to the arrangement agreement, Vanstar's shareholders will receive 0.2008 of an Iamgold common share for each Vanstar share. Based on the five-day volume-weighted average price of Iamgold shares on the Toronto Stock Exchange as of Dec. 1, 2023, the consideration to Vanstar's shareholders and optionholders implies a total transaction value of approximately $31.1-million (based on the Bank of Canada daily exchange rate as of Dec. 1, 2023).

Vanstar is a gold exploration company with properties located in Northern Quebec at different stages of development. Vanstar's primary asset is a 25-per-cent interest in the Nelligan joint venture project, which is held under an earn-in option to the joint venture agreement with Iamgold (Iamgold: 75 per cent; Vanstar: 25 per cent) and is located 60 kilometres southwest of Chibougamau, Que., Canada. Under the terms of the current joint venture agreement, Iamgold has the option to acquire an additional interest of 5 per cent by completing and delivering a feasibility study on the project. Vanstar's remaining 20-per-cent interest would be retained as an undivided non-contributory carried interest until the commencement of commercial production, after which the 20-per-cent undivided interest becomes participating and Vanstar would be required to pay its attributable portion of the total development and construction costs to the commencement of commercial production from 80 per cent of its share of any distributions from the joint venture. Vanstar also holds a 1-per-cent NSR (net smelter return) royalty on selected claims of the project.

"This transaction consolidates our interests in the highly prospective Nelligan deposit while building our exploration portfolio within Northern Quebec," commented Renaud Adams, president and chief executive officer of Iamgold. "Our exploration efforts at Nelligan to date, in partnership with Vanstar, have shown the potential for further resource expansion, which we will continue to advance. While this transaction bolsters our Canadian exploration portfolio, the priority for Iamgold today remains focused on the successful commissioning, ramp-up and growth of Cote gold in Ontario. Cote is a project that is critical for the repositioning of this company, as once on line, Iamgold will have a significantly higher production base and lower cost profile, providing a strong foundation of cash flow and growth opportunities in Canada."

On Jan. 12, 2023, Iamgold announced an updated mineral resource estimate for Nelligan of 72.2 million tonnes of indicated mineral resources averaging 0.85 gram of gold per tonne for 1.97 million ounces of gold and 114.1 million tonnes of inferred mineral resources averaging 0.88 gram per tonne gold for 3.24 million ounces of gold. The estimate was completed in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum Definition Standards incorporated by reference in National Instrument 43-101, Standards of Disclosure for Mineral Projects.

Transaction conditions and timing

Full details of the transaction will be included in a management information circular of Vanstar that is expected to be mailed to Vanstar shareholders in early January, 2024. The transaction will be effected by way of a court-approved plan of arrangement under the Canada Business Corporations Act and will require the approval of at least 66-2/3rds per cent of votes cast by Vanstar shareholders and more than 50 per cent of the votes cast by disinterested Vanstar shareholders at a special meeting of Vanstar shareholders.

Directors and officers of Vanstar have entered into voting support agreements, pursuant to which they have agreed to vote their Vanstar shares in favour of the transaction. In addition to shareholder and court approvals, the transaction is subject to applicable regulatory approvals and third party consents and the satisfaction of certain other closing conditions customary in transactions of this nature. The transaction is expected to close in the first quarter of 2024.

Further details of the transaction are set out in the arrangement agreement and the circular, both of which will be made available on Vanstar's SEDAR+ profile.

Fasken Martineau Dumoulin LLP is acting as Canadian legal adviser to Iamgold in connection with the transaction. Paul Weiss LLP is acting as U.S. legal adviser.

About Iamgold Corp.

Iamgold is an intermediate gold producer and developer based in Canada with operating mines in North America and West Africa. The company is building the large-scale, long-life Cote gold project in Canada in partnership with Sumitomo Metal Mining Co. Ltd., which is expected to commence production in early 2024. In addition, the company has an established portfolio of early-stage and advanced exploration projects within high-potential mining districts in Canada. Iamgold employs approximately 3,600 people and is committed to maintaining its culture of accountable mining through high standards of environmental, social and governance practices, including its commitment to zero harm, in every aspect of its business. Iamgold is listed on the New York Stock Exchange and the Toronto Stock Exchange and is one of the companies on the Jantzi Social Index, a socially screened market-capitalization-weighted consisting of companies that pass a set of broadly based environmental, social and governance rating criteria.

Qualified person and technical information

The technical and scientific information relating to exploration activities disclosed in this document was prepared under the supervision of and was verified and reviewed by Marie-France Bugnon, PGeo, vice-president, exploration, Iamgold. Ms. Bugnon is a qualified person as defined in National Instrument 43-101.

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