Mr. Douglas Meirelles of South Atlantic reports
VALORE AND SOUTH ATLANTIC PROVIDE UPDATE ON PROPOSED AMALGAMATION
Further to the joint news release of Valore Metals Corp. and South Atlantic Gold Inc., dated March 26, 2025, the annual general and special meeting of the shareholders of South Atlantic will be held on June 13, 2025, at 10 a.m. Kelowna time, at Suite 301, 1665 Ellis St., Kelowna, B.C., V1Y 2B3.
At the meeting, South Atlantic shareholders will be asked to approve, among other matters, a special resolution approving an amalgamation under the Business Corporations Act (British Columbia) involving South Atlantic, Valore and 1529317 B.C. Ltd. (Subco), a wholly owned subsidiary of Valore formed for the purpose of completing the amalgamation, whereby Valore will indirectly acquire all of the issued and outstanding common shares in the capital of South Atlantic in exchange for common shares of Valore, pursuant to the terms and conditions of an amalgamation agreement dated March 26, 2025, among South Atlantic, Valore and Subco.
The amalgamation is more particularly described in the joint news release of South Atlantic and Valore dated March 26, 2025, and the management information circular of South Atlantic dated May 13, 2025.
South Atlantic's transfer agent has advised that all relevant meeting materials were mailed to all registered and certain beneficial South Atlantic shareholders on May 16, 2025, and South Atlantic has also arranged for the meeting materials to be mailed to the balance of South Atlantic shareholders, with copies currently available for viewing on South Atlantic's SEDAR+ profile.
The board of directors of South Atlantic unanimously recommends that South Atlantic shareholders vote
for
the amalgamation.
Valore and South Atlantic encourage South Atlantic shareholders to vote ahead of the meeting using the form of proxy or voting information form (VIF), as applicable, enclosed with the circular. All South Atlantic shareholders are strongly encouraged to vote by submitting their completed proxy or VIF, as applicable, by one of the means described in the circular well in advance of the
proxy deadline of June 11, 2025, at 10 a.m.
Kelowna time.
Registered South Atlantic shareholders are also encouraged to complete, sign and deliver the letter of transmittal enclosed with the circular in accordance with the instructions set out therein and in the circular, including delivering such South Atlantic shareholders' share certificates or DRS advices, as applicable, as soon as possible.
South Atlantic shareholders who have questions or need assistance with voting or submitting their letter of transmittal should contact Douglas Meirelles, president and chief executive officer of South Atlantic, by telephone at 250-762-5777, or by e-mail at douglas@southatlanticgold.com.
In addition to passing the amalgamation resolution, the completion of the amalgamation is subject to approval of the TSX Venture Exchange, as well as other customary closing conditions for transactions of its nature. The TSX-V has provided conditional approval of the amalgamation. Subject to the satisfaction of such conditions, the amalgamation is expected to be completed on June 18, 2025. The amalgamation cannot close until the required South Atlantic shareholder approvals are obtained and there can be no assurance that the amalgamation will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the circular, any information released or received with respect to the amalgamation may not be accurate or complete and should not be relied upon.
About Valore Metals Corp.
Valore is a Canadian company with a team aiming to deploy capital and knowledge on projects that benefit from substantial prior investment by previous owners, existence of high-value mineralization on a large scale, and the possibility of adding tangible value through exploration and innovation.
About South Atlantic Gold Inc.
South Atlantic is an exploration company engaged in acquiring and advancing mineral properties in the Americas.
Additional Information
Further details regarding the terms of the amalgamation are set out in the amalgamation agreement, which is available on Valore's and South Atlantic's respective SEDAR+ profiles. Additional information regarding the terms of the amalgamation agreement, the background to the proposed transaction and how the South Atlantic shareholders can participate in and vote at the meeting are provided in the circular, which has been mailed to the South Atlantic shareholders and also filed on the South Atlantic's SEDAR+ profile. South Atlantic shareholders are urged to read these and other relevant materials.
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