Ms. Breanne Beh reports
ANGUS GOLD REMINDS SHAREHOLDERS OF UPCOMING SPECIAL MEETING AND PROVIDES ADDITIONAL DISCLOSURE REGARDING SHAREHOLDER APPROVAL REQUIREMENTS
Angus Gold Inc. has reminded shareholders of its coming special meeting to vote on the proposed arrangement transaction with Wesdome Gold Mines Ltd., announced on April 7, 2025, and to be held on June 19, 2025. Shareholders must submit proxies by 5 p.m. Toronto time on June 17, 2025. Angus encourages all shareholders to vote as soon as possible.
Following a review of the company's information circular dated May 7, 2025, by the Ontario Securities Commission, Angus is also providing additional disclosure regarding the shareholder approval requirements under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). At the date of the arrangement agreement and as of the record date of May 7, 2025, Wesdome owned 6.3 million common shares of Angus, representing 10.4 per cent of the outstanding shares. As a result, Wesdome is a related party under MI 61-101, and, as noted in the circular, the arrangement constitutes a business combination. Accordingly, in addition to the 66-2/3rd-per-cent shareholder approval required under corporate law, the arrangement requires minority approval -- meaning approval by a majority of votes cast at the special meeting, excluding shares held by interested parties and related parties (each as defined under MI 61-101).
All 6.3 million Angus common shares held by Wesdome will be excluded from minority approval given it is a related party to the company. In addition, as disclosed in the circular, Patrick Langlois and Dennis Peterson, who collectively hold 5,375,000 Angus common shares, are considered interested parties under MI 61-101, and their Angus shares will therefore be excluded from the minority approval vote. Each of the members of the Angus special committee and board of directors was aware of, and received advice with respect to, the application of MI 61-101 to the arrangement in light of Wesdome's related-party status.
As of the record date, 60,331,050 Angus common shares were outstanding. Shareholders holding approximately 36.5 per cent of these common shares have entered into voting support agreements in favour of the arrangement, representing approximately 34.3 per cent of the common shares eligible to vote for purposes of minority approval under MI 61-101.
The OSC also requested clarification of a reference to the mix of cash and share consideration in the background to the arrangement section of the circular. During negotiations, Wesdome proposed that Angus shareholders receive a mix of cash and Wesdome shares instead of all Wesdome shares. After a thorough review by the special committee and its independent legal and financial advisers, the special committee recommended -- and the Angus board agreed -- that this mixed-consideration approach would provide greater certainty of value while still allowing shareholders to benefit from any upside in Wesdome's share price. As the definitive agreements progressed, the parties agreed to finalize the exact cash and share mix, with the price and exchange ratio fixed on April 5, 2025.
About Angus Gold Inc.
Angus Gold is a Canadian mineral exploration company focused on the acquisition, exploration and development of highly prospective gold properties. The company's flagship project is the Golden Sky project in Wawa, Ont. The project is immediately adjacent to the Eagle River mine of Wesdome Gold Mines.
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