Vanstar Announces Shareholder Approval of Arrangement with IAMGOLD

Rhea-AI Summary

Vanstar Mining Resources Inc. announces the overwhelming approval of the plan of arrangement with IAMGOLD Corporation by its shareholders. The arrangement implies a value of C$0.69 for each Vanstar Share, and it is expected to be completed in the middle of February, subject to customary closing conditions. Following completion, Vanstar Shares will be delisted from the TSX Venture Exchange, the OTCQX, and the Frankfurt Stock Exchange.

Montréal, Québec--(Newsfile Corp. - February 6, 2024) - Vanstar Mining Resources Inc. (TSXV: VSR) (OTCQX: VMNGF) (FSE: 1V8) ("Vanstar", or the "Company") is pleased to announce that, at the special meeting (the "Meeting") of holders ("Vanstar Shareholders") of common shares of Vanstar (the "Vanstar Shares") held today (the "Meeting"), Vanstar Shareholders overwhelmingly voted in favour of the special resolution (the "Arrangement Resolution") to approve the previously announced plan of arrangement (the "Arrangement") with IAMGOLD Corporation ("IAMGOLD") pursuant to which IAMGOLD will acquire all of the issued and outstanding Vanstar Shares in exchange for 0.2008 of an IAMGOLD common share (each whole common share of IAMGOLD, an "IAMGOLD Share") for each Vanstar Share. Based on the 5-day volume weighted average price of the IAMGOLD Shares on the Toronto Stock Exchange as of December 1, 2023, the consideration payable by IAMGOLD implies a value of C$0.69 for each Vanstar Share. Further, each outstanding common share purchase option of Vanstar (a "Vanstar Option") will be cancelled in exchange for an amount equal to the amount, if any, by which C$0.69 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% in cash and 50% 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% of the 58,350,458 issued and outstanding Vanstar Shares entitled to vote as of December 28, 2023, the record date for the Meeting.

The Arrangement Resolution required the approval of: (i) at least two-thirds (66⅔%) 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 ("MI 61-101").

Of the votes cast at the Meeting, 91.55% of the votes cast by Shareholders were in favour of the Arrangement Resolution (91.49% 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 (the "Final Order") of the Superior Court of Québec (the "Court") to approve the Arrangement on February 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 Vanstar Shares will be delisted from the TSX Venture Exchange (the "TSXV"), the OTCQX and the Frankfurt Stock Exchange.

About Vanstar

Vanstar is a gold exploration company with properties located in Northern Québec at different stages of development. The Company owns a 25% interest in the Nelligan project (2.0 million indicated ounces and 3.6 million inferred ounces Au, NI 43-101 February 2023) and 1% 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% into the Bousquet-Odyno project located along the Cadillac Break and owns 100% of the Felix property in the Chicobi Group (Abitibi mining camp, 65km East of Amex Perron property), the Amanda property, a 7,306 ha property located on the Auclair formation with historic gold showings up to 12.1 g/t Au over 3 meters, and the Frida and Eva properties located in the James Bay area.

Vanstar Contact Information:

JC St-Amour.
President and CEO
+1 (647) 296-9871
jc@vanstarmining.com
www.vanstarmining.com

Cautionary Statements

This announcement is for informational purposes only and does not constitute a solicitation or a proxy.

The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to, or for the account or the benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

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

Certain information in this news release is considered forward-looking within the meaning of certain securities laws and is subject to important risks, uncertainties and assumptions. This forward-looking information includes, among other things, information with respect to the Company's beliefs, plans, expectations, anticipations, estimates and intentions. The words "may", "could", "should", "would", "suspect", "outlook", "believe", "anticipate", "estimate", "expect", "intend", "plan", "target" and similar words and expressions are used to identify forward-looking information. The forward-looking information in this news release describes the Company's expectations as of the date of this news release. Forward-looking statements in this news release include, but are not limited to statements with respect to the closing of the Arrangement, the anticipated consideration to be received by Vanstar shareholders and holders of Vanstar Options, receipt of the Final Order, including the timing thereof, the de-listing of the Vanstar Shares from the TSXV, the OTCQX and the Frankfurt Exchange and the expected closing date of the Arrangement.

The results or events anticipated or predicted in such forward-looking information may differ materially from actual results or events. Material factors which could cause actual results or events to differ materially from such forward- looking information include, among others, risks arising from general economic conditions; adverse industry events; delays in obtaining the Final Order; future legislative and regulatory developments; currency and interest rate fluctuations and other risks. Readers are cautioned that the foregoing list is not exhaustive.

The Company cautions that the foregoing list of material factors is not exhaustive. When relying on the Company's forward-looking information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed a certain progression, which may not be realized. It has also assumed that the material factors referred to in the previous paragraph will not cause such forward-looking information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/197071

FAQ

What is the plan of arrangement announced by Vanstar Mining Resources Inc.?

The plan of arrangement involves IAMGOLD Corporation acquiring all of the issued and outstanding Vanstar Shares in exchange for 0.2008 of an IAMGOLD common share for each Vanstar Share.

What is the value of each Vanstar Share implied by the arrangement?

The arrangement implies a value of C$0.69 for each Vanstar Share.

When is the completion of the arrangement expected?

Subject to customary closing conditions, the arrangement is expected to be completed in the middle of February.

What will happen to Vanstar Shares after the completion of the arrangement?

Following completion, Vanstar Shares will be delisted from the TSX Venture Exchange, the OTCQX, and the Frankfurt Stock Exchange.