Under the terms of the Arrangement Agreement, all of the issued and outstanding Voyager common shares will be exchanged on the basis of one (1) common share of a Cerrado ('Cerrado Shares') for each six (6) common shares of Voyager ('Voyager Shares') or approximately 0.1667 Cerrado Shares for each Voyager Share (the 'Exchange Ratio').
The Exchange Ratio implies a consideration value of
Upon completion of the Arrangement, existing Cerrado and Voyager shareholders will own approximately 82% and 18% of the combined company, respectively, on a fully-diluted basis. The combined company will continue trading under the name
In connection with the Arrangement, Voyager intends to complete a non-brokered private placement (the 'Private Placement') for proceeds of up to
Proceeds of the Private Placement are intended to further advance Voyager's ongoing development and feasibility study on its Mont Sorcier iron project near
Key Transaction Benefits
The Arrangement and the Private Placement are expected to offer a number of significant benefits to Voyager shareholders by creating a company with the potential to generate significant long term cash flows while minimizing shareholder dilution, including: cash flow generated by Cerrado's operations could support ongoing development and future construction of Voyager's Mont Sorcier project, thus creating a company with wider commodity and geographic diversity with a robust long term production profile and cash generating capacity; the combination will provide Voyager shareholders with immediate exposure to Cerrado's portfolio of gold production and development assets; the Private Placement immediately addresses Voyager's short term funding requirements and the Arrangement improves Voyager's access to capital to fund the Mont Sorcier project, all while providing shareholders with improved share liquidity with reducing long term share dilution and immediate Private Placement funding to be used to recommence work to deliver Mont Sorcier project feasibility study, now expected to be completed by the end of 2023.
Recommendations
The entry into the Arrangement Agreement and Subscription Agreement and the completion of the Arrangement and Private Placement have been unanimously approved by the members of the respective boards of directors of Cerrado and Voyager eligible to vote thereon. In the case of Voyager, the board of directors approved the Arrangement and Private Placement upon receipt of the unanimous recommendation of a special committee composed exclusively of independent directors of Voyager (the 'Special Committee'). In connection with the recommendation,
Arrangement Summary
The transaction resulting in the proposed business combination between Cerrado and Voyager will be effected by way of a plan of arrangement completed under the Business Corporations Act (
The Arrangement Agreement includes customary representations, warranties, covenants and conditions and certain other provisions including non-solicitation provisions and other deal protection clauses.
The Subscription Agreement contains representations, warranties, covenants and conditions customary for transactions of a similar nature. The Voyager Shares to be issued pursuant to the Private Placement will be subject to a statutory four-month hold period from the date of issuance in accordance with applicable Canadian securities legislation.
In addition to the required approval of Voyager shareholders and option holders described above, the Arrangement is subject to court approval as well as the acceptance by the Exchange on behalf of Voyager and Cerrado, respectively. The Private Placement is also subject to acceptance by the Exchange.
Timing
The Private Placement is expected to be completed as promptly as possible following receipt of the conditional approval of the Exchange. Full details of the Arrangement will be included in the management information circular of Voyager expected to be mailed to shareholders and option holders of Voyager in
Advisors and Counsel
About
At Mont Sorcier, Voyager is rapidly advancing the project towards feasibility and permitting The project currently has Indicated Resources of 679M tonnes grading 27.8% magnetite and 0.20% V2O5, with the potential to produce 195M tonnes of magnetite concentrate grading at least 65% Fe and 0.52% vanadium pentoxide (V2O5) and a further Inferred Resource estimated at 547M tonnes grading 26.1% magnetite and 0.17% V2O5, with the potential to produce 148M tonnes of magnetite concentrate grading at least 65% Fe and 0.52% vanadium pentoxide (V2O5).
Contact:
Tel: 416-819-8558
Email: info@voyagermetals.com
Cautionary Note Regarding Forward-Looking Statements:
This release contains 'forward-looking information' or 'forward-looking statements' within the meaning of applicable Canadian and
Forward-looking statements are based on the reasonable assumptions, estimates, analyses and opinions of management of Voyager, made in light of its experience and perception of trends, current conditions and expected developments, as well as other factors that Voyager believes to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect. Voyager's management believes that the assumptions and expectations reflected in such forward-looking statements are reasonable. Assumptions have been made regarding, among other things: obtaining shareholder, regulatory and court approvals, and the timing therefor; the ability and timing for the completion of the Arrangement and Private Placement (if at all); the timing to hold the special meeting of Voyager shareholders and option holders and mailing of the management information circular regarding same; Cerrado's and Voyager's abilities to carry on exploration and development activities, including construction; the timely receipt of required approvals; the price of gold, iron ore and other precious and base metals; prices for key mining supplies, including labor costs and consumables, remaining consistent with the two companies' current expectations; production at Minera Don Nicolas meeting expectations; plant, equipment and processes operating as anticipated; there being no material variations in the current tax and regulatory environment; Cerrado's and Voyager's abilities to operate in a safe, efficient and effective manner;the exchange rates among the Canadian dollar,
Forward-looking statements are based on the reasonable assumptions, estimates, analyses and opinions of management of Voyager, made in light of its experience and perception of trends, current conditions and expected developments, as well as other factors that Voyager believes to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect. Voyager's management believes that the assumptions and expectations reflected in such forward-looking statements are reasonable. Assumptions have been made regarding, among other things: obtaining shareholder, regulatory and court approvals, and the timing therefor; the ability and timing for the completion of the Arrangement and Private Placement (if at all); the timing to hold the special meeting of Voyager shareholders and option holders and mailing of the management information circular regarding same; Cerrado's and Voyager's abilities to carry on exploration and development activities, including construction; the timely receipt of required approvals; the price of gold, iron ore and other precious and base metals; prices for key mining supplies, including labor costs and consumables, remaining consistent with the two companies' current expectations; production at Minera Don Nicolas meeting expectations; plant, equipment and processes operating as anticipated; there being no material variations in the current tax and regulatory environment; Cerrado's and Voyager's abilities to operate in a safe, efficient and effective manner; the exchange rates among the Canadian dollar,
Although management has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There is no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking statements. Voyager does not undertake to update any forward-looking statements, except as, and to the extent required by, applicable securities laws. Forward-looking information contained herein is provided as of the date of this news release and Voyager disclaims any obligation, other than as required by law, to update any forward-looking information for any reason. There can be no assurance that forward-looking information will prove to be accurate or that such events will occur in the disclosed time frames or at all and the reader is cautioned not to place undue reliance on such forward-looking information.
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