Vanstar Mining Resources Inc. (TSXV: VSR) (OTCQX: VMNGF) (FSE: 1V8) (“Vanstar”, or the “Company”) is pleased to announce that it has entered into a definitive arrangement agreement (the “Arrangement Agreement”) with IAMGOLD Corporation (NYSE:IAG) (TSX:IMG) (“IAMGOLD”), pursuant to which IAMGOLD will, subject to the terms and conditions of the Arrangement Agreement, acquire all of the issued and outstanding common shares of Vanstar (each, a “Vanstar Share”) by way of a court-approved plan of arrangement (the “Transaction”).
Pursuant to the Transaction, Vanstar’s shareholders will receive 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 (“VWAP”) of the IAMGOLD Shares on the Toronto Stock Exchange (the “TSX”) as of December 1, 2023 (the “IMG Share VWAP”), the consideration payable by IAMGOLD implies a value of C$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 C$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 (with the value of each such IAMGOLD Share deemed to be equal to the IMG Share VWAP).
The total consideration payable by IAMGOLD based on the Consideration Value is approximately C$45 million on a fully diluted in-the-money basis. The Consideration Value represents a 74% premium to the 20-day VWAP of the Vanstar Shares on the TSX Venture Exchange (“TSXV”) as of December 1, 2023.
JC St-Amour, President and CEO of Vanstar, commented: “This transaction provides a meaningful premium to our shareholders and the opportunity to continue to benefit as part of an established gold producer with a meaningful growth pipeline including participation in the ramp up of Côté Gold. Having considered the landscape, we are convinced that combining forces with IAMGOLD will unlock significant value for our shareholders. Today represents a significant milestone for all Vanstar stakeholders and I would like to thank them for their support over the years.”
