Upcoming Special Meeting for Shareholders
TORONTO, June 2, 2025 (GLOBE NEWSWIRE) -- Angus Gold Inc. (TSX-V: GUS | OTC: ANGVF) is reminding shareholders about the special meeting scheduled to discuss the proposed arrangement transaction with Wesdome Gold Mines Ltd. This significant meeting will take place on June 19, 2025, and shareholders must ensure their proxies are submitted by 5:00 p.m. on June 17, 2025. The company urges shareholders to cast their votes promptly to participate in this important decision-making process.
Details of the Arrangement
The proposed arrangement involves a transaction framework that was initially announced on April 7, 2025. With a deep commitment to transparency, Angus has been in close communication with the Ontario Securities Commission (OSC), revealing pertinent information about shareholder approval as per Multilateral Instrument 61-101. As of the record date of May 7, 2025, Wesdome holds 6,300,000 common shares of Angus, amounting to 10.4% ownership and categorizing it as a related party under MI 61-101.
Understanding Minority Approval Requirements
This situation necessitates minority approval, meaning that a majority of votes from the eligible shareholders, excluding the votes of interested parties, must support the arrangement at the upcoming meeting. Since Wesdome is viewed as a related party, the shares it holds will not be counted toward this approval. Additionally, Patrick Langlois and Dennis Peterson, holding another 5,375,000 shares collectively, will also not have their votes counted due to their interested party status.
Shareholder Engagement and Support
Out of the 60,331,050 total outstanding common shares, approximately 36.5% have secured voting support agreements for the arrangement. This translates to about 34.3% of the shares eligible for minority approval under MI 61-101. The strong support from shareholders is a positive sign as Angus moves forward with this proposal.
Clarifications on Consideration Structure
The OSC has requested further clarification regarding the proposed cash and share mix referenced in the details of the arrangement. It was recommended that shareholders receive a blend of cash along with shares in Wesdome, rather than exclusively Wesdome shares. This approach aims to ensure a balanced value and offer shareholders potential growth due to fluctuations in Wesdome's share price. Final terms were established on April 5, 2025, with ongoing negotiations confirming the specific cash and share ratios.
About Angus Gold Inc.
Angus Gold Inc. is dedicated to mineral exploration, particularly focusing on gold. With its flagship project, the Golden Sky Project located in Wawa, Ontario, Angus aims to expand its portfolio in the mining sector. This project is notably adjacent to Wesdome's Eagle River Mine, highlighting the strategic positioning of Angus's properties within a rich mineral deposit area.
On behalf of Angus Gold Inc.,
Breanne Beh
President and Chief Executive Officer
INQUIRIES:
Lindsay Dunlop, Vice President Investor Relations
Email: info@angusgold.com
Phone: 647-259-1790
Company Website: www.angusgold.com
TSXV: GUS | USOTC: ANGVF
Frequently Asked Questions
1. What is the significance of the upcoming special meeting?
The special meeting is crucial as shareholders will vote on the proposed arrangement with Wesdome Gold Mines Ltd., which could shape the future of Angus Gold.
2. How will the minority approval process work?
Minority approval requires that a majority of the votes cast at the meeting, excluding shares from related parties, support the arrangement for it to proceed.
3. Why are certain shares excluded from the vote?
Shares owned by related parties, such as Wesdome and certain interested individuals, are excluded to ensure that the vote reflects the opinions of unaffiliated shareholders.
4. What is the current status of shareholder support for the arrangement?
As of now, approximately 36.5% of outstanding shares have signed voting support agreements in favor of the arrangement, indicating positive shareholder engagement.
5. What is Angus Gold's primary focus as a company?
Angus Gold is primarily focused on the acquisition and exploration of promising gold properties, with key developments such as the Golden Sky Project in Ontario.
