Goldsource Securityholders Approve Arrangement with Mako Mining Corp.

Rhea-AI Summary

Goldsource Mines Inc. (TSXV: GXS) (OTCQX: GXSFF) (FSE: G5MA) announced that its securityholders have approved the special resolution for a statutory plan of arrangement under the Business Corporations Act (British Columbia).

At the special meeting held on June 21, 2024, 97.41% of votes by Goldsource shareholders and 97.88% of votes by shareholders and option holders combined were in favor of the arrangement with Mako Mining Corp., which will acquire all issued and outstanding shares of Goldsource.

The company will seek a final order from the Supreme Court of British Columbia on June 26, 2024. The transaction is expected to close around July 3, 2024, pending customary closing conditions and regulatory approvals.

Positive

• 97.41% of Goldsource shareholders approved the arrangement.
• 97.88% combined approval from shareholders and option holders.
• Plan to acquire final order from Supreme Court of British Columbia.

Negative

• None.

Vancouver, British Columbia--(Newsfile Corp. - June 21, 2024) - Goldsource Mines Inc. (TSXV: GXS) (OTCQX: GXSFF) (FSE: G5MA) ("Goldsource" or the "Company") is pleased to announce that securityholders of Goldsource approved, at the special meeting of Goldsource securityholders held earlier today (the "Meeting"), the special resolution (the "Arrangement Resolution") in respect of a statutory plan of arrangement under the Business Corporations Act (British Columbia) pursuant to which Mako Mining Corp. ("Mako") will acquire all of the issued and outstanding common shares of Goldsource (the "Arrangement").

The Arrangement Resolution was passed with approval by 97.41% of votes cast by Goldsource shareholders at the Meeting in person or by proxy, by 97.88% of votes cast by Goldsource shareholders and option holders voting together as a single class at the Meeting in person or by proxy, and by 97.12% of votes cast by Goldsource shareholders at the Meeting in person or by proxy excluding the votes cast by certain persons as required by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.

Goldsource plans to apply for a final order of the Supreme Court of British Columbia for approval of the Arrangement on June 26, 2024. Assuming the satisfaction or waiver of other customary closing conditions and subject to the receipt of all relevant regulatory and court approvals, the Arrangement is expected to close on or about July 3, 2024.

ABOUT GOLDSOURCE MINES INC.
Goldsource Mines Inc. (www.goldsourcemines.com) is a Canadian exploration company focused on the 100%-owned Eagle Mountain gold project in Guyana, South America. The Company is led by an experienced management team, proven in making precious metals exploration discoveries and executing on phased project development in the Americas.

Steve Parsons
Chief Executive Officer
Goldsource Mines Inc.

For Further Information:
Goldsource Mines Inc.
Contact: Steve Parsons, Chief Executive Officer
Telephone: +1 (604) 694-1760
Fax: +1 (604) 357-1313
Toll Free: 1-866-691-1760 (Canada & USA)
Email: info@goldsourcemines.com
Website: www.goldsourcemines.com
570 Granville Street, Suite 501
Vancouver, British Columbia V6C 3P1

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements

This news release contains "forward-looking information" within the meaning of applicable Canadian securities laws. Forward-looking information in this news release includes: the receipt of required regulatory approvals for the Arrangement; the ability of Goldsource and Mako to satisfy the other conditions to, and to complete, the Arrangement; the anticipated date of the hearing for the final order; and the anticipated timing of closing of the Arrangement. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding possible future events or circumstances. The forward-looking information included in this news release is based on management's opinions, estimates and assumptions in light of their experience and perception of historical trends, current conditions and expected future developments, management's assumptions regarding the Arrangement (including, but not limited to, Goldsource's ability to close the Arrangement on the terms contemplated, and to derive the anticipated benefits therefrom), as well as other factors that management currently believes are appropriate and reasonable in the circumstances. The forward-looking information contained in this news release is also based upon a number of assumptions, including Goldsource's ability to obtain court and regulatory approvals in a timely matter, if at all; its ability to satisfy the terms and conditions precedent of the Arrangement Agreement in order to consummate the Arrangement; assumptions in respect of current and future market conditions and the execution of Goldsource's and Mako's business strategies, that operations in Mako's and Goldsource's properties will continue without interruption, and the absence of any other factors that could cause actions, events or results to differ from those anticipated, estimated, intended or implied. Despite a careful process to prepare and review the forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. Forward-looking information is also subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information. Such risks, uncertainties and other factors include, but are not limited to, failure to receive the required court, regulatory and other approvals necessary to effect the Arrangement; the potential for a third party to make a superior proposal; that Mako and its shareholders will not realize the anticipated benefits following the completion of the Arrangement; and those risks as further set forth in the Circular and filed on Goldsource's profile on the SEDAR+ website at www.sedarplus.ca.

Although Goldsource has attempted to identify important risk factors that could cause actual results or future events to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to it or that it presently believes are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this news release represents Goldsource's expectations as of the date of this news release and is subject to change after such date. Goldsource disclaims any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required by applicable securities laws. All of the forward-looking information contained in this news release is expressly qualified by the foregoing cautionary statements.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/214008

FAQ

What is the recent update on Goldsource Mines Inc. (GXSFF)?

Goldsource securityholders have approved the arrangement with Mako Mining Corp. with over 97% votes in favor.

When was the special meeting of Goldsource securityholders held?

The special meeting was held on June 21, 2024.

What percentage of Goldsource shareholders approved the arrangement with Mako Mining Corp.?

97.41% of Goldsource shareholders approved the arrangement.

What is the expected closing date for the arrangement between Goldsource and Mako Mining?

The arrangement is expected to close on or about July 3, 2024, subject to regulatory and court approvals.

What are the next steps for Goldsource regarding the arrangement with Mako Mining Corp.?

Goldsource plans to apply for a final order from the Supreme Court of British Columbia on June 26, 2024.