Mr. Edison Nguyen reports
MANDALAY MAILS MANAGEMENT INFORMATION CIRCULAR FOR SPECIAL MEETING OF SHAREHOLDERS
Mandalay Resources Corp. has mailed the management information circular and related materials for the special meeting of Mandalay shareholders to approve the previously announced plan of arrangement under the Business Corporations Act (British Columbia), pursuant to which Alkane Resources Ltd. has agreed to indirectly acquire all of the issued and outstanding common shares of Mandalay. Under the arrangement, Mandalay shareholders will be entitled to receive, for each Mandalay share held, 7.875 fully paid ordinary shares in the capital of Alkane, all as more particularly described in the circular and the joint news release of Mandalay and Alkane dated April 27, 2025.
The meeting is scheduled to be held virtually via live audio webcast on July 28, 2025, at 10 a.m. Toronto time. Mandalay shareholders of record as of the close of business on June 20, 2025, are entitled to receive notice and vote at the meeting.
The board of directors of Mandalay, after evaluating the arrangement with Mandalay's legal and financial advisers, including receipt of the fairness opinions from Haywood Securities Inc. and GenCap Mining Advisory Ltd., has unanimously determined that the arrangement is in the best interests of the company and that the arrangement is fair to the Mandalay shareholders, and unanimously recommends that Mandalay shareholders vote for the arrangement.
The anticipated hearing date for the application for the final order of the court is Aug. 1, 2025. Subject to obtaining the required approval of the Mandalay shareholders at the meeting, the approval of the issuance of the consideration by the shareholders of Alkane, the receipt of the final order, and the satisfaction or waiver of other customary closing conditions contained in the arrangement agreement entered into among Mandalay, Alkane and 1536968 B.C. Ltd. on April 27, 2025, the arrangement is anticipated to be completed on Aug. 5, 2025.
The circular provides important information on the arrangement and related matters, including voting procedures and instructions for shareholders unable to attend the meeting. Mandalay shareholders are urged to read the circular and its appendices carefully and in their entirety. The circular is available on SEDAR+ and on Mandalay's website.
Mandalay shareholders who have questions regarding the arrangement or require assistance should consult their financial, legal, tax or other professional advisers.
About Mandalay Resources Corp.
Mandalay Resources is a Canadian-based natural resource company with producing assets in Australia (Costerfield gold-antimony mine) and Sweden (Bjorkdal gold mine). The company is focused on growing its production and reducing costs to generate significant positive cash flow. Mandalay is committed to operating safely and in an environmentally responsible manner, while developing a high level of community and employee engagement.
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