Announcement • Dec 06
IAMGOLD Corporation (TSX:IMG) entered into a definitive arrangement agreement to acquire Vanstar Mining Resources Inc. (TSXV:VSR) for approximately CAD 45 million. IAMGOLD Corporation (TSX:IMG) entered into a definitive arrangement agreement to acquire Vanstar Mining Resources Inc. (TSXV:VSR) for approximately CAD 45 million on December 5, 2023. Pursuant to the Transaction, Vanstar’s shareholders will receive 0.2007 of an IAMGOLD common share (each whole common share of IAMGOLD, an “IAMGOLD Share”) for each Vanstar Share, the consideration payable by IAMGOLD implies a value of CAD 0.69 (the “Consideration Value”) for each Vanstar Share. In addition, 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 CAD 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. The Transaction will be carried out by way of a court-approved plan of arrangement under the provisions of the Canada Business Corporations Act. Completion of the Transaction is subject to approval by the Superior Court of Québec and will require approval by at least two-thirds (66%) of the votes cast by Vanstar shareholders and more than 50% of the votes cast by disinterested Vanstar shareholders at a special meeting of Vanstar shareholders that is expected to be held in January 2024 (the “Meeting”). The approval of shareholders of IAMGOLD is not required in connection with the Transaction. In addition to shareholder and court approvals, the Transaction is subject to customary closing conditions, including the receipt of applicable regulatory approvals and third party consents as may be required to effect and complete the transaction, including approval of the TSX (in respect of IAMGOLD) and the TSXV (in respect of Vanstar). The Arrangement Agreement also provides for a payment of a CAD 2 million termination fee payable to IAMGOLD in certain circumstances. Assuming that all requisite approvals are received, IAMGOLD and Vanstar expect to close the proposed Transaction shortly after the date of the Meeting. Upon completion, all of the members of the board of directors of Vanstar (the “Vanstar Board”) and each executive officer of Vanstar will resign and a new management team appointed by IAMGOLD will manage Vanstar after completion of the Transaction.
All of the directors and officers of Vanstar (holding in the aggregate approximately 8.3% of the issued and outstanding Vanstar Shares on a non-diluted basis) have entered into voting and support agreements pursuant to which they have agreed to vote their Vanstar Shares in favour of the Transaction. The Vanstar Board unanimously approved the Transaction and recommends that Vanstar shareholders vote their Vanstar Shares in favour of the Transaction. Maxit Capital LP has provided a verbal opinion to the Vanstar Board to the effect that, based upon and subject to certain assumptions, limitations and qualifications, the consideration to be received pursuant to the Transaction is fair, from a financial point of view, to the Vanstar shareholders. The Transaction is expected to close in the first quarter of 2024. Maxit Capital LP is acting as financial advisor to Vanstar. McMillan LLP is acting as legal counsel to Vanstar in connection with the Transaction. Fasken Martineau Dumoulin LLP is acting as Canadian legal advisor to IAMGOLD in connection with the Transaction. Paul Weiss LLP is acting as US legal advisor. 
