IAMGOLD Signs Agreement to Acquire Vanstar Resources

Dec 05, 2023

All monetary amounts are expressed in U.S. dollars, unless otherwise indicated.

Toronto, Ontario – IAMGOLD Corporation (NYSE: IAG) (TSX: IMG) (“IAMGOLD” or the “Company”) is pleased to announce that the Company has signed a definitive arrangement agreement (the “Arrangement Agreement”) with Vanstar Mining Resources Inc. (“Vanstar”) pursuant to which IAMGOLD has agreed to acquire all of the issued and outstanding common shares of Vanstar (each, a “Vanstar Share”) by way of a court-approved plan of arrangement under the Canada Business Corporations Act (the “Transaction”).

Pursuant to the Arrangement Agreement, Vanstar’s shareholders will receive 0.2008 of an IAMGOLD common share (“IAMGOLD Shares”) for each Vanstar Share. Based on the 5-day volume weighted average price of IAMGOLD Shares on the TSX as of December 1, 2023, the consideration to Vanstar’s shareholders and optionholders implies a total transaction value of approximately $31.1 million (based on the Bank of Canada daily exchange rate as of December 1).

Vanstar is a gold exploration company with properties located in Northern Quebec at different stages of development. Vanstar’s primary asset is a 25% interest in the Nelligan Joint Venture Project (“Nelligan”) which is held under an earn-in option to the joint venture agreement with IAMGOLD (IAMGOLD: 75%; Vanstar: 25%), and is located 60 kilometres southwest of Chibougamau, Quebec, Canada. Under the terms of the current joint venture agreement, IAMGOLD has the option to acquire an additional interest of 5% by completing and delivering a feasibility study on the project. Vanstar’s remaining 20% interest would be retained as an undivided non-contributory carried interest until the commencement of commercial production, after which the 20% undivided interest becomes participating and Vanstar would be required to pay its attributable portion of the total development and construction costs to the commencement of commercial production from 80% of its share of any distributions from the joint venture. Vanstar also hold a 1% NSR royalty on selected claims of the project.

“This transaction consolidates our interests in the highly prospective Nelligan deposit while building our exploration portfolio within Northern Quebec,” commented Renaud Adams, President and Chief Executive Officer of IAMGOLD. “Our exploration efforts at Nelligan to date, in partnership with Vanstar, have shown the potential for further resource expansion which we will continue to advance. While this transaction bolsters our Canadian exploration portfolio, the priority for IAMGOLD today remains focused on the successful commissioning, ramp up and growth of Côté Gold in Ontario. Côté is a project that is critical for the repositioning of this company, as once online, IAMGOLD will have a significantly higher production base and lower cost profile, providing a strong foundation of cashflow and growth opportunities in Canada.”

On January 12, 2023, IAMGOLD announced an updated Mineral Resource Estimate for Nelligan of 72.2 million tonnes of Indicated Mineral Resources averaging 0.85 grams of gold per tonne (“g/t Au”) for 1.97 million ounces of gold, and 114.1 million tonnes of Inferred Mineral Resources averaging 0.88 g/t Au for 3.24 million ounces of gold. The estimate was completed in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum Definition Standards incorporated by reference in National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”).

Transaction Conditions and Timing

Full details of the Transaction will be included in a management information circular of Vanstar that is expected to be mailed to Vanstar shareholders in early January 2024 (the “Circular”). The Transaction will be effected by way of a court-approved plan of arrangement under the Canada Business Corporations Act and will require the approval of at least 66⅔% of votes cast by Vanstar shareholders and more than 50% of the votes cast by disinterested Vanstar shareholders at a special meeting of Vanstar shareholders.

Directors and officers of Vanstar have entered into voting support agreements pursuant to which they have agreed to vote their Vanstar Shares in favour of the Transaction. In addition to shareholder and court approvals, the Transaction is subject to applicable regulatory approvals and third party consents and the satisfaction of certain other closing conditions customary in transactions of this nature. The Transaction is expected to close in the first quarter of 2024.

None of the securities to be issued pursuant to the Transaction have been or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and any securities issuable in the Transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

Further details of the Transaction are set out in the Arrangement Agreement and the Circular, both of which will be made available on Vanstar’s SEDAR+ profile at www.sedarplus.ca.

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.

IAMGOLD Contact Information

Graeme Jennings, Vice President, Investor Relations
Tel: 416 360 4743 | Mobile: 416 388 6883
Toll-free: 1 888 464 9999
info@iamgold.com

NT4