Vanstar Completes Plan of Arrangement with IAMGOLD

Rhea-AI Summary

Vanstar Mining Resources Inc. announces the successful completion of a plan of arrangement with IAMGOLD Corporation, where IAMGOLD acquired all Vanstar common shares. The consideration was 0.2008 IAMGOLD common shares for each Vanstar share, valuing each Vanstar share at C$0.69. The arrangement was approved by Vanstar shareholders and the court, leading to the expected delisting of Vanstar shares from various stock exchanges.

Montréal, Québec--(Newsfile Corp. - February 13, 2024) - Vanstar Mining Resources Inc. (TSXV: VSR) (OTCQX: VMNGF) (FSE: 1V8) ("Vanstar", or the "Company") is pleased to announce the successful completion of the previously announced plan of arrangement under the Canada Business Corporations Act (the "Arrangement") between Vanstar and IAMGOLD Corporation ("IAMGOLD").

Under the Arrangement IAMGOLD acquired all of the issued and outstanding common shares of Vanstar (each, a "Vanstar Share") 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 paid by IAMGOLD implied a value of C$0.69 for each Vanstar Share. Further, each outstanding common share purchase option of Vanstar (a "Vanstar Option") was cancelled in exchange for an amount equal to the amount, if any, by which C$0.69 exceeded the exercise price payable under such Vanstar Option by the holder thereof to acquire one Vanstar Share underlying such Vanstar Option, with such amount having been 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). As previously announced, the Arrangement was overwhelmingly approved by holders of Vanstar Shares ("Vanstar Shareholders") at a special meeting of Vanstar Shareholders held on February 6, 2024. The Superior Court of Québec granted the final order approving the Arrangement on February 9, 2024.

Trading of the Vanstar Shares on the TSX Venture Exchange (the "TSX-V") has been halted and will remain halted until the Vanstar Shares have been delisted from the TSX-V, which is expected to be on February 15, 2024. The Vanstar Shares are also expected to be delisted from the OTCQX and the Frankfurt Stock Exchange and Vanstar intends to submit an application to the applicable securities regulators in Canada to cease to be a reporting issuer.

Registered Vanstar Shareholders are reminded that they must properly compete, sign and return the letter of transmittal, along with their share certificate(s), to Computershare Investor Services Inc., as depositary in order to receive the consideration they are entitled to under the Arrangement. Non-registered Vanstar Shareholders should follow the instructions provided by their broker or other intermediary in whose name their Vanstar Shares are registered to receive the consideration they are entitled to under the Arrangement.

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 Vanstar obtaining the necessary approvals to delist from the TSXV, the OTCQX and the Frankfurt Stock Exchange and to cease to be a reporting issuer in Canada.

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; 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/197751

FAQ

What is the recent announcement made by Vanstar Mining Resources Inc.?

Vanstar Mining Resources Inc. announced the successful completion of a plan of arrangement with IAMGOLD Corporation.

How did IAMGOLD Corporation acquire Vanstar shares?

IAMGOLD Corporation acquired all Vanstar common shares in exchange for 0.2008 IAMGOLD common shares for each Vanstar share.

What was the value of each Vanstar share under the arrangement?

Each Vanstar share was valued at C$0.69 based on the 5-day volume weighted average price of IAMGOLD shares.

When was the arrangement approved by Vanstar shareholders?

The arrangement was approved by Vanstar shareholders at a special meeting held on February 6, 2024.

What is the expected delisting date for Vanstar shares?

Vanstar shares are expected to be delisted from the TSX Venture Exchange on February 15, 2024.