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Vanstar Completes Plan Of Arrangement With IAMGOLD

February 14, 2024

Vanstar Mining Resources Inc.


Vanstar Mining Resources Inc. 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

[email protected]


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James Hyland, MiningIR