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Iamgold Corp
Symbol IMG
Shares Issued 481,312,964
Close 2024-02-06 C$ 3.34
Market Cap C$ 1,607,585,300
Recent Sedar Documents

Vanstar shareholders approve acquisition by Iamgold

2024-02-06 16:48 ET - News Release

See News Release (C-VSR) Vanstar Mining Resources Inc

Mr. J.C. St-Amour of Vanstar reports

VANSTAR ANNOUNCES SHAREHOLDER APPROVAL OF ARRANGEMENT WITH IAMGOLD

At the special meeting of holders of common shares of Vanstar Mining Resources Inc. held today, Vanstar shareholders overwhelmingly voted in favour of the special resolution to approve the previously announced plan of arrangement with Iamgold Corp., pursuant to which Iamgold will acquire all of the issued and outstanding Vanstar shares in exchange for 0.2008 of an Iamgold common share for each Vanstar share. Based on the five-day volume-weighted average price of the Iamgold shares on the Toronto Stock Exchange as of Dec. 1, 2023, the consideration payable by Iamgold implies a value of 69 cents for each Vanstar share. Further, each outstanding common share purchase option of Vanstar will be cancelled in exchange for an amount equal to the amount, if any, by which 69 cents exceeds the exercise price payable under such Vanstar option by the holder thereof to acquire one Vanstar share underlying such Vanstar option, such amount to be paid 50 per cent in cash and 50 per cent in Iamgold shares (with the value of each such Iamgold share deemed to be equal to $3.436 per Iamgold share).

Holders of a total of 34,309,509 Vanstar shares were represented in person or by proxy at the meeting, which constituted a quorum of shareholders, and represented 58.80 per cent of the 58,350,458 issued and outstanding Vanstar shares entitled to vote as of Dec. 28, 2023, the record date for the meeting.

The arrangement resolution required the approval of: (i) at least two-thirds of the votes cast by the Vanstar shareholders present in person or represented by proxy at the meeting; and (ii) a simple majority of the votes cast by shareholders present in person or represented by proxy at the meeting after excluding the votes cast by certain persons whose votes were required to be excluded pursuant to Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions).

Of the votes cast at the meeting, 91.55 per cent of the votes cast by shareholders were in favour of the arrangement resolution (91.49 per cent after excluding the votes cast by those persons whose votes were required to be excluded in determining minority approval for the arrangement pursuant to MI 61-101).

The company will seek a final order of the Superior Court of Quebec to approve the arrangement on Feb. 9, 2024. Completion of the arrangement is subject to the satisfaction of customary closing conditions for a transaction of this nature, including receipt of the final order. Subject to the satisfaction (or waiver) of the conditions precedent, it is expected that the arrangement will be completed in the middle of February. Following completion of the arrangement, it is expected that the Vanstar shares will be delisted from the TSX Venture Exchange, the OTCQX and the Frankfurt Stock Exchange.

About Vanstar Mining Resources Inc.

Vanstar is a gold exploration company with properties located in Northern Quebec at different stages of development. The company owns a 25-per-cent interest in the Nelligan project (2.0 million indicated ounces and 3.6 million inferred ounces gold, National Instrument 43-101, February, 2023) and 1-per-cent net smelter return royalty. The Nelligan project won the discovery of the year award at the 2019 Quebec Mineral Exploration Association Xplor gala. Vanstar is also earning 75 per cent into the Bousquet-Odyno project located along the Cadillac Break, and owns 100 per cent of the Felix property in the Chicobi group (Abitibi mining camp, 65 kilometres east of the Amex Perron property), the Amanda property, a 7,306-hectare property located on the Auclair formation with historic gold showings up to 12.1 g/t Au over three metres, and the Frida and Eva properties located in the James Bay area.

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