Doré Copper Mining Corp. ("
Doré Copper") (TSXV:
DCMC; OTCQB: DRCMF; FRA: DCM) today announced that it has filed and
is in the process of mailing the management information circular
(the "
Circular") and related materials for the
special meeting (the "
Meeting") of shareholders of
Doré Copper ("
Doré Copper Shareholders") to be
held December 16, 2024. At the Meeting, Doré Copper
Shareholders will be asked to consider and vote on a special
resolution (the "
Arrangement Resolution")
approving a statutory plan of arrangement (the "
Plan of
Arrangement") pursuant to Section 192 of the Canada
Business Corporations Act (the
"
Arrangement"), subject to the terms and
conditions of an arrangement agreement dated October 14,
2024 (the "
Arrangement Agreement") entered
into among Doré Copper, Cygnus Metals Limited
("
Cygnus") and 1505901 B.C. Ltd., a wholly
owned subsidiary of Cygnus, all as more particularly described in
the Circular.
The board of directors of Doré Copper (the
"Doré Copper Board") and the special committee of
independent directors established by the Doré Copper Board (the
"Special Committee") have unanimously determined
that the Arrangement is in the best interests of Doré Copper and
that the Arrangement is fair to the Doré Copper Shareholders. The
Special Committee and the Doré Copper Board reviewed and considered
a significant amount of information and considered a number of
factors relating to the Arrangement, with the benefit of advice
from Doré Copper's management, and the financial and legal advisors
of the Special Committee and the Doré Copper Board. The
Special Committee unanimously recommended that the Doré Copper
Board recommend to Doré Copper Shareholders that they vote FOR the
Arrangement Resolution. The Doré Copper
Board unanimously recommends that Doré Copper
Shareholders
vote FOR the
Arrangement Resolution. See pages 33 to 36 of the
Circular for a detailed description of the "Reasons for the
Arrangement".
In accordance with the interim order granted by
the Ontario Superior Court of Justice (Commercial List)
on November 12, 2024, providing for the calling and
holding of the Meeting and other procedural matters relating to the
Arrangement, the Arrangement can only proceed if, among other
conditions, it receives the approval of not less than two-thirds
(66⅔%) of the votes cast on the Arrangement Resolution by Doré
Copper Shareholders in person or by proxy at the Meeting and not
less than a majority (50% + 1) of the votes cast on the Arrangement
Resolution by Doré Copper Shareholders in person or by proxy at the
Meeting excluding the votes cast by certain interested or related
parties or joint actors of Doré Copper in accordance with the
minority approval requirements of Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special
Transactions.
Under the Arrangement Agreement, the parties
have agreed to effect the Arrangement, pursuant to which Cygnus
will indirectly acquire all of the issued and outstanding common
shares in the capital of Doré Copper ("Doré Copper
Shares"), and Doré Copper Shareholders will be entitled to
receive, for each Doré Copper Share held immediately prior to the
effective time of the Arrangement (the "Effective
Time"), 1.8297 fully paid ordinary shares (the
"Consideration") in the capital of Cygnus (each
one whole share, a "Cygnus Share").
As a result of, and immediately following the
completion of, the Arrangement, Doré Copper will be an indirect
wholly-owned subsidiary of Cygnus and the former Doré Copper
Shareholders will be entitled to receive the Consideration for each
Doré Copper Share previously held by them immediately prior to the
Effective Time (subject to rounding, as provided for in the Plan of
Arrangement).
Cygnus has applied for its Cygnus Shares to be
listed on the TSX Venture Exchange (the "TSXV").
It is a condition of closing that Cygnus shall have received
conditional listing approval from the TSXV to list the Cygnus
Shares on the TSXV. Listing of the Cygnus Shares on the TSXV will
be subject to Cygnus receiving approval from, and fulfilling all of
the minimum listing requirements of, the TSXV.
Meeting and Circular
The Meeting of the Doré Copper Shareholders will
be held at the offices of Bennett Jones LLP located at One First
Canadian Place, 100 King Street West, Suite 3400, Toronto,
Ontario, M5X 1A4 on December 16, 2024 at 12:00
p.m. (Toronto time). Doré Copper Shareholders of record
as of the close of business on November 13, 2024 are
entitled to receive notice of and to vote at the Meeting. Doré
Copper Shareholders are urged to vote before the proxy deadline
of 12:00 p.m. (Toronto time) on December 12,
2024.
The Circular provides important information on
the Arrangement and related matters, including the background of
the Arrangement, the rationale for the recommendations made by the
Special Committee and the Doré Copper Board, and voting procedures.
Doré Copper Shareholders are urged to read the Circular and its
appendices carefully and in their entirety. The Circular is being
mailed to Doré Copper Shareholders in compliance with applicable
Canadian securities laws. The Circular is available under
Doré Copper's profile on SEDAR+
at www.sedarplus.ca and
on Doré Copper's website
at www.dorecopper.com.
Impact of Canada Post Labour
Strike
Due to the ongoing Canada Post labour strike, it
is possible that Doré Copper Shareholders may experience a delay in
receiving the Circular and related materials in respect of the
Meeting. Doré Copper Shareholders are encouraged to access the
Circular and related materials electronically as noted above.
Registered holders of Doré Copper Shares experiencing a delay in
receiving the Circular and related materials may contact
Computershare Investor Services Inc. at 1-800-564-6253 to obtain
their individual control numbers in order to vote their Doré Copper
Shares. Registered holders of Doré Copper Shares are encouraged to
vote their Doré Copper Shares via the internet at
www.investorvote.com or via telephone at 1-866-732-VOTE (8683).
Registered holders of Doré Copper Shares are also encouraged to
complete and return letters of transmittal by hand or by courier to
ensure the appropriate documents are received in a timely manner.
Beneficial holders of Doré Copper Shares experiencing a delay in
receiving the Circular and related materials should contact their
broker or other intermediary for assistance in obtaining their
individual control numbers in order to vote their Doré Copper
Shares. Beneficial holders of Doré Copper Shares are encouraged to
vote their Doré Copper Shares via the internet at www.proxyvote.com
or via telephone at 1-800-474-7493 (English) or 1-800-474-7501
(French). It is recommended that any physical forms of proxy or
voting instruction forms be delivered via courier to ensure that
they are received in a timely manner.
Registered holders of Doré Copper Shares who
wish to exercise their dissent rights in connection with the
Arrangement are also cautioned to deliver their written objection
to Doré Copper by mail using a method other than Canada Post or by
facsimile transmission in accordance with the instructions set
forth in the Circular to ensure that they are received in a timely
manner.
Other Matters
Agreement with SOQUEM
Further to its news release dated July 3, 2024,
on July 2, 2024, Doré Copper issued 1,190,476 Doré Copper Shares to
SOQUEM at a deemed price of $0.105 per Doré Copper Share in
connection with its acquisition of a 56.41% interest in a group of
contiguous claims located immediately north and east of its
flagship high-grade Corner Bay copper project in the Chibougamau
mining camp.
About Doré Copper Mining
Corp.
Doré Copper Mining Corp. aims to be the next
copper producer in Québec with an initial production target of +50
million pounds of copper equivalent annually by implementing a
hub-and-spoke operation model with multiple high-grade copper-gold
assets feeding its centralized Copper Rand mill1. Doré Copper has
delivered its PEA in May 2022 and is proceeding with a feasibility
study. Doré Copper has consolidated a large land package in the
prolific Lac Doré/Chibougamau and Joe Mann mining camps that has
historically produced 1.6 billion pounds of copper and 4.4 million
ounces of gold.2 The land package includes 13 former producing
mines, deposits and resource target areas within a 60-kilometer
radius of Doré Copper’s Copper Rand Mill.
About Cygnus Metals
Cygnus Metals Limited (ASX: CY5) is an emerging
exploration company focused on advancing the Pontax Lithium Project
(earning up to 70%), the Auclair Lithium Project and the Sakami
Lithium Project in the world class James Bay lithium district in
Québec, Canada. In addition, Cygnus has REE and base metal projects
at Bencubbin and Snake Rock in Western Australia. The Cygnus Board
of Directors and Technical Management team have a proven track
record of substantial exploration success and creating wealth for
shareholders and all stakeholders in recent years. Cygnus’
tenements range from early-stage exploration areas through to
advanced drill-ready targets.
For further information about Doré Copper,
please contact:
Ernest Mast |
Laurie Gaborit |
President and Chief Executive Officer |
Vice President, Investor Relations |
Phone: (416) 792-2229 |
Phone: (416) 219-2049 |
Email: ernest.mast@dorecopper.com |
Email: laurie.gaborit@dorecopper.com |
Visit: www.dorecopper.com Facebook: Doré Copper MiningLinkedIn:
Doré Copper Mining Corp.Twitter: @DoreCopperInstagram:
@DoreCopperMining
Cautionary Note Regarding
Forward-Looking StatementsThis news release includes
certain “forward-looking statements” under applicable Canadian
securities legislation. Forward-looking statements include
predictions, projections and forecasts and are often, but not
always, identified by the use of words such as “seek”,
“anticipate”, “believe”, “plan”, “estimate”, “forecast”, “expect”,
“potential”, “project”, “target”, “schedule”, “budget” and “intend”
and statements that an event or result “may”, “will”, “should”,
“could” or “might” occur or be achieved and other similar
expressions and includes the negatives thereof. All statements
other than statements of historical fact included in this news
release, including, without limitation, statements with respect to
the proposed Arrangement and the terms thereof, the completion of
the Arrangement, including receipt of all necessary court,
shareholder and regulatory approvals and timing thereof, the
listing of the Cygnus Shares on the TSXV, and the plans, operations
and prospects of Doré Copper and its properties are forward-looking
statements. Forward-looking statements are necessarily based upon a
number of estimates and assumptions that, while considered
reasonable, are subject to known and unknown risks, uncertainties
and other factors which may cause actual results and future events
to differ materially from those expressed or implied by such
forward-looking statements. Such factors include, but are not
limited to, the ability to obtain approvals in respect of the
Arrangement and to consummate the Arrangement, the ability to
obtain approvals for the listing of the Cygnus Shares on the TSXV,
integration risks, actual results of current and future exploration
activities, benefit of certain technology usage, the ability of
prior successes and track record to determine future results,
changes in project parameters and/or economic assessments,
availability of capital and financing on acceptable terms, general
economic, market or business conditions, future prices of metals,
uninsured risks, risks relating to estimated costs, regulatory
changes, delays or inability to receive required regulatory
approvals, health emergencies, pandemics and other exploration or
other risks detailed herein and from time to time in the filings
made by Doré Copper with securities regulators. Although Doré
Copper has attempted to identify important factors that could cause
actual actions, events or results to differ from those described in
forward-looking statements, there may be other factors that cause
such actions, events or results to differ materially from those
anticipated. There can be no assurance that such statements will
prove to be accurate, as actual results and future events could
differ materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on
forward-looking statements. Doré Copper disclaims any intention or
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by law.
Neither TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
1 Technical report titled “Preliminary Economic
Assessment for the Chibougamau Hub-and-Spoke Complex, Québec,
Canada” dated June 15, 2022, in accordance with National Instrument
43-101 – Standards of Disclosure for Mineral
Projects (“NI 43-101”). The Technical Report was prepared by
BBA Inc. with several consulting firms contributing to sections of
the study, including SLR Consulting (Canada) Ltd., SRK Consulting
(Canada) Inc. and WSP Inc.2 Sources for historic production
figures: Economic Geology, v. 107, pp. 963–989 - Structural and
Stratigraphic Controls on Magmatic, Volcanogenic, and Shear
Zone-Hosted Mineralization in the Chapais-Chibougamau Mining Camp,
Northeastern Abitibi, Canada by François Leclerc et al. (Lac
Dore/Chibougamau mining camp) and NI 43-101 Technical Report on the
Joe Mann Property dated January 11, 2016 by Geologica
Groupe-Conseil Inc. for Jessie Ressources Inc. (Joe Mann mine).
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