Mr. David D'Onofrio reports
WHITE GOLD ANNOUNCES APPROVAL OF W2 CRITICAL MINERALS CORP SPINOUT
Shareholders of White Gold Corp. approved the spinout of certain critical mineral properties located in Yukon (the critical mineral assets) to W2 Critical Minerals Corp. pursuant to a plan of arrangement under the Business Corporations Act (Ontario) and all other matters at the company's annual general and special meeting of shareholders held on Aug. 11, 2026. The spinout remains subject to final court and regulatory approvals, including final approval of the TSX Venture Exchange. The court hearing for the final order to approve the spinout is scheduled to take place on Aug. 13, 2026. Shareholders must hold their White Gold shares until the effective date of the spinout in order to receive their pro rata portion of the W2 shares. Shareholders will be notified by the company of the coming record date and payment date by news release once all of the conditions to closing of the spinout have been satisfied.
"We are very grateful for the overwhelming support of our shareholders for the creation and spinout of W2 Critical Minerals Corp., designed to unlock the value of our prospective critical mineral projects within our truly district-scale land package in the Yukon's White Gold district and marking another significant milestone for our company in 2026. With three drills now turning for our largest-ever diamond drill program across our flagship White Gold project, which ranks among Canada's highest-grade undeveloped open-pit gold resources, designed to further expand our resources and make more new discoveries, the recently announced PEA [preliminary economic assessment] and various other value-creating initiatives, we believe 2026 has the potential to be a transformational year for White Gold and look forward to providing further updates," stated David D'Onofrio, chief executive officer of White Gold.
Voting results
A total of 102,459,947 common shares were voted in person or represented by proxy at the meeting, representing approximately 46.12 per cent of the votes attached to all the outstanding White Gold shares as of the record date of June 29, 2026.
All matters presented at the meeting and set out in the company's management information circular dated July 8, 2026, were approved, including: (i) the election of the company's directors for the ensuing year; (ii) the appointment of Mao & Ying LLP as auditor of the company and to authorize the directors to fix the auditor's remuneration; (iii) the adoption of a new omnibus equity incentive plan of the company; (iv) the spinout; and (v) the adoption of a new omnibus incentive plan of W2, all as more particularly described in the circular.
Spinout update
Pursuant to the spinout, the company will, among other things: (i) transfer its interests in the critical mineral assets to W2 in exchange for common shares of W2; and (ii) distribute the W2 shares to shareholders of the company as a dividend-in-kind on the basis of one W2 share for every five WGO shares held by each shareholder immediately prior to the effective date of the spinout. There will be no change in shareholders' holdings in the company as a result of the spinout. Following completion of the spinout and after giving effect to the financing (as defined below), White Gold is expected to hold an approximate 19.9-per-cent ownership interest in W2.
W2 intends to apply to list the W2 shares on the TSX-V shortly following completion of the spinout. Completion of a listing is subject to regulatory approvals and the satisfaction of all of the applicable listing requirements of the TSX-V, and there can be no assurance that a listing will be completed.
Additional information concerning the spinout is available in the circular and the company's news releases dated July 21, 2026, June 15, 2026, and May 5, 2026, which are available under White Gold's profile on SEDAR+.
Adoption of omnibus incentive plan
At the meeting, the company adopted the omnibus incentive plan to provide more flexibility than that provided under the previous stock option plan. The omnibus incentive plan provides the company with the ability to grant a combination of stock options and restricted share units. Pursuant to the terms of the omnibus incentive plan, the maximum number of White Gold shares issuable upon the exercise or settlement of awards shall not exceed: (i) pursuant to outstanding options under the omnibus incentive plan and the legacy plan, 10 per cent of the number of issued and outstanding White Gold shares on a non-diluted basis at the time of grant; and (ii) pursuant to restricted share units, 5 per cent of issued and outstanding White Gold shares on a non-diluted basis at the time of approval, or 11,082,850 White Gold shares. Shareholder approval of the omnibus incentive plan must be obtained annually at a meeting of shareholders of the company. In addition, the omnibus incentive plan must be submitted to the TSX-V for review and acceptance on an annual basis.
Further details on the omnibus incentive plan, including a copy thereof, can be found in the circular, which is available under the company's profile on SEDAR+.
The legacy plan will continue to govern outstanding options previously granted under such plan, but no new options will be granted thereunder.
About White Gold Corp.
The company owns a portfolio of 15,364 quartz claims across 21 properties covering 305,102 hectares (3,051 square kilometres), representing approximately 40 per cent of the Yukon's emerging White Gold district. The company's flagship White Gold project hosts four near-surface gold deposits, which collectively contain resource estimate of 1,732,300 ounces of gold in indicated resources (35.2 million tonnes grading 1.53 grams per tonne gold) and 1,265,900 ounces of gold in inferred resources (32.2 million tonnes grading 1.22 grams per tonne gold) (see the company's news release dated Oct. 6, 2025). Regional exploration work has also produced several other new discoveries and prospective targets on the company's claim packages, which border sizable gold discoveries, including the Coffee project owned by Talamore Mining (formerly Fuerte Metals) and Western Copper and Gold Corp.'s Casino project.
We seek Safe Harbor.
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