Cygnus and Doré Copper Complete Merger

Cygnus and Doré Copper Complete Merger

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HIGHLIGHTS:

  • ASX-listed Cygnus and TSXV-listed Doré have completed a merger by way of a Canadian statutory plan of arrangement, with Cygnus acquiring 100% of the issued and outstanding common shares of Doré
  • Merger of equals has created a dual-listed Quebec-focused critical minerals company with two core assets in Quebec: the Chibougamau Copper and Gold Project, and the James Bay Lithium Projects
  • The merged entity has more than A$14m in cash, underpinning the upcoming copper exploration and resource extension program
  • The six-member board is now led by David Southam as Executive Chair; with Ernest Mast as President & Managing Director based in Canada
  • During the period leading up to the closing of the merger, Doré and Cygnus implemented a targeted exploration program with results expected early in Q1 CY2025

Cygnus Metals Limited (ASX: CY5) ("Cygnus" or the "Company") and Doré Copper Mining Corp. (TSXV: DCMC; OTCQB: DRCMF; FRA: DCM) ("Doré") are pleased to announce the successful completion of their merger, resulting in the creation of a critical minerals exploration and development company to be dual listed on the Australian Securities Exchange ("ASX") and the TSX Venture Exchange ("TSXV"), and expected to be quoted on the OTCQB. This transformative merger establishes Cygnus as a leading player in the critical minerals sector, with a strategic focus on high-grade copper and lithium assets in Quebec, Canada.

Cygnus Executive Chair David Southam said: "This merger is an exceptional opportunity to create value for both groups of shareholders. By combining the proven exploration and management skills of the Cygnus team with the high-grade resource and immense upside at the Chibougamau Copper-Gold Project, we have the potential to unlock substantial value. We have worked closely with Dore since the merger announcement to complete a targeted exploration program leading up to Christmas and expect to report results early in this quarter. We will shortly start an aggressive drilling and geophysics program focussed on achieving strong resource growth and testing new targets at a time when the world desperately wants more copper from tier-one locations".

Former Doré President & CEO Ernest Mast said: "The Doré team is delighted to work with the Cygnus team to create a critical minerals company and to maximise the value of what we know is an outstanding asset at Chibougamau. This merger will provide the funding, additional expertise and the strategy aimed at generating superior shareholder returns with an exciting exploration program at Chibougamau".

OVERVIEW

On 31 December 2024, Cygnus acquired all of the issued and outstanding common shares of Doré ("Doré Shares") by way of a Canadian statutory plan of arrangement, finalising the integration of the two companies into a unified, dual-listed critical minerals company.

Under the terms of the arrangement agreement, each former Doré shareholder is entitled to receive 1.8297 fully paid ordinary Cygnus shares ("Cygnus Shares") for each Doré Share held immediately prior to the close of the transaction ("Exchange Ratio"). In addition, holders of outstanding Doré options and warrants have been issued equivalent unquoted options in Cygnus, adjusted to the Exchange Ratio. The issued capital of Cygnus following completion of the merger is set out below.

The Cygnus Shares are quoted on the ASX and will commence trading on the TSXV under the ticker symbol "CYG" at market open on or about 3 January 2025. Cygnus has also applied for quotation on the OTCQB under the ticker symbol "CYGGF", with quotation subject to Cygnus receiving conditional and final approval of the OTC and satisfying all of the listing requirements imposed by the OTC. Cygnus will maintain its primary listing on the ASX under the ticker symbol "CY5", ensuring strong market access for investors in both Australia and North America.

It is anticipated that the Doré Shares will be delisted from the TSXV at market close on or about 2 January 2025 and will cease to be quoted on the OTCQB and FRA shortly thereafter.

All registered Doré shareholders are encouraged to complete, sign and return the letter of transmittal, which has been previously mailed and is available under Doré's SEDAR+ profile at www.sedarplus.ca, with accompanying Doré share certificate and/or DRS advice-statement(s) (if applicable) to Computershare Investor Services Inc. as soon as possible, if they have not already done so. Non-registered Doré shareholders are encouraged to contact their broker or other intermediary for instructions and assistance in receiving the Cygnus Shares to which they are entitled.

For more information on the merger, see Doré's management information circular dated 13 November 2024, filed under Doré's profile on SEDAR+ at www.sedarplus.ca on 19 November 2024.

OPPORTUNITY & STRATEGY

The completion of this merger brings together Doré's high-grade Chibougamau Copper-Gold Project in Quebec with Cygnus' James Bay Lithium Projects. Together, these assets establish the merged entity as a key contributor to the global critical minerals supply chain. The Chibougamau project boasts Measured and Indicated Mineral Resources of 3.6 million tonnes at 3.0% copper equivalent and Inferred Mineral Resources of 7.2 million tonnes at 3.8% copper equivalent. 1 Additionally, the project is supported by an existing 900,000 tonnes per annum processing facility, the only such infrastructure within a 250-kilometre radius, along with excellent access to hydropower, transportation networks, and a skilled workforce.

The strategic rationale for the merger is supported by a shared commitment to growth and value creation. The merged company will leverage the exploration and development expertise of Cygnus and Doré to expand resources at Chibougamau while advancing the lithium exploration program in James Bay. With Quebec recognised as a leading jurisdiction for critical minerals exploration, the merged entity is well-positioned to benefit from strong government and community support.

Cygnus will also benefit from enhanced access to capital markets through its dual listing on the ASX and the TSXV and expected quotation on the OTCQB, which is expected to increase liquidity and broaden its shareholder base. The recent successful A$11 million capital raising announced in October 2024, resulting in existing cash reserves of approximately A$14 million, provide a strong financial platform to fund exploration and development initiatives. The Company aims to prioritise resource growth at Chibougamau, with immediate plans for an aggressive exploration drilling campaign in 2025.

Following the completion of the merger, Cygnus will embark on a new phase of growth, focusing on integrating operations, driving exploration success, and progressing towards development milestones. Shareholders are encouraged to monitor updates on the expected TSXV and OTCQB listing and quotation, resepctively, and operational developments as the Company advances its dual strategy of copper and lithium development.

MERGED BOARD & EXECUTIVES

The newly formed Board of Directors for the merged entity has been carefully structured to ensure balanced representation and expertise from both Cygnus and Doré. The Board now comprises six members, with three directors from each of Cygnus and Doré.

David Southam, the Executive Chair of Cygnus, continues in his role as Executive Chair of the merged group, bringing extensive experience in corporate strategy, critical minerals exploration and project development. Ernest Mast, the former President and CEO of Doré, has taken on the role of President and Managing Director of Cygnus, leveraging his deep knowledge of the Chibougamau copper project, exploration, base metal processing, government and community relations, and a strong track record in copper project development. The key terms of Mr Mast's engagement are set out in Appendix B.

The remaining board positions include two non-executive directors from each company. Representing Cygnus is Kevin Tomlinson, a Canada-based director with significant experience in mining and capital markets, and Raymond Shorrocks, an Australia-based director with a strong background in corporate finance and governance. From Doré, Mario Stifano, the former Executive Chairman of Doré, and Brent Omland, a seasoned finance executive with extensive commercial experience, have joined Cygnus as non-executive directors, providing continuity and expertise in strategic oversight.

Key executives in the merged group are as follows:

  • Duncan Grieve – Vice President Exploration . Mr Grieve (from Cygnus) will lead all exploration and resource extension programs
  • Nicholas Kwong – Chief Operating Officer . Mr Kwong (from Doré) is responsible for leading all development study work, baseline studies and safety and environment at Chibougamau
  • Carl Travaglini – Chief Financial Officer & Joint Company Secretary (from Cygnus)
  • Maddison Cramer – Joint Company Secretary (from Cygnus)

ISSUED CAPITAL

Pursuant to the completion of the merger, 310,662,984 Cygnus Shares were issued to Doré shareholders. Following completion of the merger, the issued capital of Cygnus is as follows:

Quoted Securities Total number of securities on issue
Ordinary Fully Paid Shares (ASX:CY5) 848,319,650
Unquoted Securities Total number of securities on issue
Performance Rights (various expiry dates) 21,278,809
Share Rights (expiring 31 July 2029) 3,513,440
Options (various expiry dates and exercise prices) 25,710,210


EARLY WARNING REPORTING

By virtue of Cygnus' acquisition of all of the shares of Doré by way of statutory plan of arrangement, Cygnus is required to file an early warning report pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. A copy of the early warning report will be filed under Doré's SEDAR+ profile at www.sedarplus.ca. A copy of the early warning report may also be obtained from Maddison Cramer, Joint Company Secretary, at +61 8 9220 9030.

This announcement has been authorised for release by the Board of Directors of Cygnus.

David Southam
Executive Chair
T: +61 8 6118 1627
E: info@cygnusmetals.com
Ernest Mast
President & Managing Director
T: 418 748 3427
E: info@cygnusmetals.com
Media:
Paul Armstrong
Read Corporate
T: +61 8 9388 1474

About Cygnus Metals

Cygnus Metals Limited (ASX: CY5, TSXV: CYG) is a diversified critical minerals exploration and development company with projects in Quebec, Canada and Western Australia. The Company is dedicated to advancing its Chibougamau Copper-Gold Project in Quebec with an aggressive exploration program to drive resource growth and develop a hub-and-spoke operation model with its centralised processing facility. In addition, Cygnus has quality lithium assets with significant exploration upside in the world-class James Bay district in Quebec, and REE and base metal projects in Western Australia. The Cygnus team has a proven track record of turning exploration success into production enterprises and creating shareholder value.

Forward Looking Statements

This document contains "forward-looking information" and "forward-looking statements" which are based on the assumptions, estimates, analysis and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management of Cygnus believes to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, or include words such as ‘expects', ‘anticipates', ‘plans', ‘believes', ‘estimates', ‘seeks', ‘intends', ‘targets', ‘projects', ‘forecasts', or negative versions thereof and other similar expressions, or future or conditional verbs such as ‘may', ‘will', ‘should', ‘would' and ‘could'. Although Cygnus and its management believe that the assumptions and expectations represented by such information are reasonable, there can be no assurance that the forward-looking information will prove to be accurate. Forward-looking information involves known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of Cygnus to be materially different from any anticipated future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others, the actual results of current or future exploration, changes in project parameters as plans continue to be evaluated, changes in laws, regulations and practices, the geopolitical, economic, permitting and legal climate that Cygnus operates in, as well as those factors disclosed in Cygnus' publicly filed documents. No representation or warranty is made as to the accuracy, completeness or reliability of the information, and readers should not place undue reliance on forward-looking information or rely on this document as a recommendation or forecast by Cygnus. Cygnus does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

Qualified Persons and Compliance Statements

The scientific and technical information in this news release has been reviewed and approved by Ms Laurence Huss, the Quebec In-Country Manager of Cygnus, a "qualified person" as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects.

The Company first announced the foreign estimate of mineralisation for the Chibougamau Project on 15 October 2024. The Company confirms that the supporting information included in the announcement of 15 October 2024 continues to apply and has not materially changed. Cygnus confirms that it is not aware of any new information or data that materially affects the information included in the original announcement and that all material assumptions and technical parameters underpinning the estimates in the original announcement continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Persons' findings are presented have not been materially modified from the original market announcement.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

APPENDIX A – Chibougamau Copper-Gold Project – Foreign Estimate Disclosures as at 30 March 2022

Deposit Category Tonnes
(k)
Cu Grade
(%)
Au Grade (g/t) Cu Metal
(kt)
Au Metal
(koz)
CuEq Grade
(%)
Corner Bay (2022)
Indicated 2,700 2.7 0.3 71 22 2.9
Inferred 5,900 3.4 0.3 201 51 3.6
Devlin (2022)
Measured 120 2.7 0.3 3 1 2.9
Indicated 660 2.1 0.2 14 4 2.3
Measured &
Indicated
780 2.2 0.2 17 5 2.4
Inferred 480 1.8 0.2 9 3 2.0
Joe Mann (2022) Inferred 610 0.2 6.8 1 133 5.5
Cedar Bay (2018)

Indicated 130 1.6 9.4 2 39 8.9
Inferred 230 2.1 8.3 5 61 8.5
Total Measured &
Indicated
3,600 2.5 0.6 90 66 3.0
Total Inferred 7,200 3.0 1.1 216 248 3.8

Notes:

  1. Cygnus Metals Ltd cautions that Mineral Resources for the Chibougamau Copper Project, incorporating Corner Bay, Devlin, Cedar Bay and Joe Mann, are reported in accordance with the requirements applying to foreign estimates in the ASX Listing Rules and, as such, are not reported in accordance with the JORC Code (2012 Edition). A Competent Person has not yet completed sufficient work to classify the resources as Mineral Resources that satisfy the guidelines provided in the JORC Code (2012 Edition). It is uncertain that following evaluation and/or further exploration work that the Mineral Resources will be able to be reported as Mineral Resources in accordance with the JORC Code (2012 Edition).
  2. All resources have been prepared in accordance with CIM Standards. Please refer to Cygnus' announcement on 15 October 2024 for additional technical information relating to the foreign estimate.
  3. The Mineral Resource estimates include Inferred Mineral Resources that are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorised as Mineral Reserves. There is also no certainty that Inferred Mineral Resources will be converted to Measured and Indicated categories through further drilling, or into Mineral Reserves once economic considerations are applied.
  4. Numbers may not reconcile precisely due to rounding.
  5. Mineral resources have been reported at a cut-off grades of 2.6 g/t Au at Joe Mann, 1.3% Cu at Corner Bay, 2.9 g/t Au at Cedar Bay and 1.2% Cu at Devlin. Mineral Resources at Joe Mann are estimated using a long-term gold price of US$1,800/oz Au, and a metallurgical gold recovery of 83%. Mineral Resources at Corner Bay and Devlin are estimated using a long-term copper price of US$3.75 per pound, and a metallurgical copper recovery of 95%. Mineral Resources at Cedar Bay are estimated using a long-term gold price of US$1,400/oz Au, and a metallurgical gold recovery of 90%.
  6. Metal equivalents for the foreign estimate have been calculated at a copper price of US$8,300/t, gold price of US$2,000/oz, silver price of US$25/oz and zinc price of $2,500/t. Copper equivalent was calculated based on the formula CuEq (%) = Cu(%) + (Au (g/t) x 0.77472) + (Ag (g/t) x 0.00968) + (Zn (%) x 0.3012). Metallurgical recovery factors have not been applied at this time to copper equivalents calculation due to variance of geology within the camp and lack of available data. It is the Company's view that all elements in the copper equivalent calculations have a reasonable potential to be recovered and sold.

APPENDIX B – Key Terms of Ernest Mast's Engagement

Total Fixed Remuneration C$300,000 per annum, plus applicable sales taxes
Term/Notice period Ongoing term, with either party able to terminate on 90 days' written notice. The Company may terminte the engagement without notice in certain circumstances.
Other Short and Long Term Incentives Subject to approval of the Company's shareholders, the Board of Directors, the TSXV, and the ASX, Mr Mast will be eligible to participate in the Company's omnibus equity incentive plan, as amended from time to time.
Termination Benefits Mr Mast is entitled to a bonus payment equal to 12 months' fixed remuneration in the event: (a) services are no longer required or the contract is terminated without cause, or (b) services are no longer required within 12 months of a change of control. Any unvested securities held at the effective date of termination after a change of control shall immediately vest.

____________________
1 The Mineral Resource estimate at the Chibougamau Project is a foreign estimate prepared in accordance with CIM Standards. A competent person has not done sufficient work to classify the foreign estimate as a mineral resource in accordance with the JORC Code, and it is uncertain whether further evaluation and exploration will result in an estimate reportable under the JORC Code.


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Dore Copper Announces Shareholder Approval of Plan of Arrangement with Cygnus Metals

Dore Copper Announces Shareholder Approval of Plan of Arrangement with Cygnus Metals

Doré Copper Mining Corp. (" Doré Copper ") (TSXV: DCMC; OTCQB: DRCMF; FRA: DCM) is pleased to announce that, at the special meeting (the " Meeting ") of shareholders of Doré Copper (" Doré Copper Shareholders ") held earlier today, Doré Copper Shareholders overwhelmingly voted in favour of approving the special resolution (the " Arrangement Resolution ") authorizing the previously announced plan of arrangement (the " Arrangement ") ( news release October 15, 2024 ) whereby Cygnus Metals Limited (" Cygnus "), through its wholly-owned subsidiary, 1505901 B.C. Ltd., will acquire all of the issued and outstanding common shares in the capital of Doré Copper (the " Doré Copper Shares ") and, in exchange, Doré Copper Shareholders will receive 1.8297 ordinary shares in the capital of Cygnus (the " Cygnus Shares ") for each Doré Copper Share held.

Doré Copper would like to thank its shareholders for their overwhelming support of the combination of Cygnus and Doré Copper to create a Québec-focused critical minerals explorer and developer with high-grade copper and lithium resources.

At the Meeting, the Arrangement Resolution was approved by (i) approximately 100% of the votes cast by Doré Copper Shareholders present in person or represented by proxy and entitled to vote, and (ii) approximately 100% of the votes cast by the minority Doré Copper Shareholders present in person or represented by proxy and entitled to vote, which excluded the votes cast in respect of the Doré Copper Shares beneficially owned, or over which control or direction is exercised, by Mario Stifano, Ernest Mast and Ocean Partners Holdings Limited, as determined in accordance with Multilateral Instrument 61-101 – Protection of Minority Shareholders in Special Transactions . A total of 121,067,401 Doré Copper Shares were voted at the Meeting, representing approximately 71.50% of the issued and outstanding Doré Copper Shares as of the record date of November 13, 2024.

Assuming that all remaining approvals are obtained and all other remaining conditions precedent to the completion of the Arrangement are satisfied or waived, Doré Copper anticipates that the Arrangement will be completed on or about December 31, 2024. Completion of the Arrangement remains subject to, among other things, satisfaction of all conditions precedent to the completion of the Arrangement, including the final approval of the Ontario Superior Court of Justice and the approval for listing of the Cygnus Shares on the TSX Venture Exchange (the " TSXV "). The hearing for the final order of the Ontario Superior Court of Justice to approve the Arrangement is scheduled to take place on December 19, 2024.

Further details regarding the Arrangement are set out in the management information circular of Doré Copper dated November 13, 2024, which is available on SEDAR+ ( www.sedarplus.ca ) under Doré Copper's issuer profile.

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 mill 1 . 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.

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 Mining
LinkedIn: Doré Copper Mining Corp.
Twitter: @DoreCopper
Instagram: @DoreCopperMining

Cautionary Note Regarding Forward-Looking Statements
This 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 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 the 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.

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Dore Copper Announces Filing and Mailing of Management Information Circular in Connection with Special Meeting and Encourages Shareholders to Access Meeting Materials Electronically

Dore Copper Announces Filing and Mailing of Management Information Circular in Connection with Special Meeting and Encourages Shareholders to Access Meeting Materials Electronically

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 mill 1 . 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 Mining
LinkedIn: Doré Copper Mining Corp.
Twitter: @DoreCopper
Instagram: @DoreCopperMining

Cautionary Note Regarding Forward-Looking Statements
This 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.

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Doré Copper Provides Update on Arrangement Agreement With Cygnus Metals

Doré Copper Provides Update on Arrangement Agreement With Cygnus Metals

Not for distribution to United States news wire services or for dissemination in the United States

Doré Copper Mining Corp. (" Doré Copper ") (TSXV: DCMC; OTCQB: DRCMF; FRA: DCM) is pleased to announce, further to its news release dated October 15, 2024, an update on the definitive arrangement agreement (the " Agreement ") with Cygnus Metals Limited (ASX: CY5) (" Cygnus ") pursuant to which Cygnus has agreed to acquire 100% of the issued and outstanding common shares of Doré Copper (the " Doré Copper Shares ") by way of a court approved plan of arrangement under the Canada Business Corporation Act (the " Transaction ").

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Canadian Investment Regulatory Organization Trade Resumption - DCMC

Canadian Investment Regulatory Organization Trade Resumption - DCMC

Trading resumes in:

Company: Dore Copper Mining Corp.

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Doré Copper and Cygnus Metals Enter Into Arrangement Agreement to Create Strategic Critical Minerals Company

Doré Copper and Cygnus Metals Enter Into Arrangement Agreement to Create Strategic Critical Minerals Company

Not for distribution to United States news wire services or for dissemination in the United States

Doré Copper Mining Corp. (" Doré Copper ") (TSXV: DCMC; OTCQB: DRCMF; FRA: DCM) is pleased to announce that it has entered into a definitive arrangement agreement (the " Agreement ") on October 14, 2024 with Cygnus Metals Limited (ASX: CY5) (" Cygnus ") to combine their respective businesses in a merger of equals transaction, pursuant to which Cygnus has agreed to acquire 100% of the issued and outstanding common shares of Doré Copper (the " Doré Copper Shares ") by way of a court approved plan of arrangement under the Canada Business Corporation Act (the " Transaction ").

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WESTERN COPPER AND GOLD ANNOUNCES COMPLETION OF LEADERSHIP TRANSITION

WESTERN COPPER AND GOLD ANNOUNCES COMPLETION OF LEADERSHIP TRANSITION

western copper and gold corporation ("Western" or the "Company") (TSX: WRN) (NYSE American: WRN) has completed its previously announced management succession process. Dr. Paul West-Sells' role as President of the Company concluded on December 31, 2024 and Mr. Sandeep Singh has assumed the role of President alongside his existing responsibilities as Chief Executive Officer.

Western Copper and Gold Corporation Logo (CNW Group/Western Copper and Gold Corporation)

"I want to thank Paul for his many contributions towards advancing Casino into a globally significant project. We wish him the very best in his future endeavors." said Sandeep Singh , President & CEO. "Over the course of 2024, we recruited several high caliber professionals to the senior management team and to the Board of Directors. Those additions, together with the strength and dedication of our Yukon -led projects team, have positioned us for success. We look forward to an exciting 2025 for the Casino project."

ABOUT western copper and gold corporation

western copper and gold corporation is developing the Casino Project, Canada's premier copper-gold mine in the Yukon Territory and one of the most economic greenfield copper-gold mining projects in the world.

The Company is committed to working collaboratively with our First Nations and local communities to progress the Casino project, using internationally recognized responsible mining technologies and practices.

For more information, visit www.westerncopperandgold.com .

On behalf of the board,

"Sandeep Singh"

Sandeep Singh
President and Chief Executive Officer
western copper and gold corporation

Cautionary Note Regarding Forward-Looking Statements

This news release includes certain "forward-looking information" and "forward-looking statements" (collectively "forward-looking statements") within the meaning of applicable Canadian and United States securities legislation including the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements are made as of the date of this news release. Forward-looking statements are frequently, but not always, identified by words such as "expects", "anticipates", "believes", "plans", "projects", "intends", "estimates", "envisages", "potential", "possible", "strategy", "goals", "opportunities", "objectives", or variations thereof or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved, or the negative of any of these terms and similar expressions. Such forward-looking statements herein include statements regarding the successful transition of leadership roles, the anticipated contributions of the senior management team and Board of Directors, the continued advancement of the Casino project, and the Company's expectations for 2025.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual events to be materially different from those expressed or implied by such statements. Such factors include but are not limited to the risk of unforeseen challenges in advancing the Casino project, potential impacts on operational continuity, changes in general market conditions that could affect the Company's performance; and other risks and uncertainties disclosed in the Company's annual information form and Form 40-F for the most recently completed financial year and its other publicly filed disclosure documents.

Forward-looking statements are based on assumptions management believes to be reasonable, including but not limited to   the smooth transition of leadership roles, the successful integration of new senior management and Board members, the continued advancement of the Casino project according to established timelines, stable market and regulatory conditions, and such other assumptions and factors as set out herein, and in the Company's annual information form and Form 40-F for the most recently completed financial year and its other publicly filed disclosure document.

Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, other factors may cause results to be materially different from those anticipated, described, estimated, assessed or intended. These forward-looking statements represent the Company's views as of the date of this news release. There can be no assurance that any forward-looking statements will 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. The Company does not intend to and does not assume any obligation to update forward-looking statements other than as required by applicable law.

Cision View original content to download multimedia: https://www.prnewswire.com/news-releases/western-copper-and-gold-announces-completion-of-leadership-transition-302341535.html

SOURCE western copper and gold corporation

Cision View original content to download multimedia: http://www.newswire.ca/en/releases/archive/January2025/02/c2012.html

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Heritage Exercises Option to Acquire 100% Interest in the Zarn Lake Claims forming a portion of the Drayton-Black Lake Project

Heritage Exercises Option to Acquire 100% Interest in the Zarn Lake Claims forming a portion of the Drayton-Black Lake Project

(TheNewswire)

Heritage Mining Ltd.

VANCOUVER, BC TheNewswire - January 2, 2025 Heritage Mining Ltd. (CSE: HML FRA:Y66) (" Heritage " or the " Company ") is pleased to announce it has exercised its option (the " Option ") to acquire 40 mining claims in Ontario (the " Zarn Lake Claims ") pursuant to an option agreement dated January 6, 2021 (the " Option Agreement ")  between the Company and Paul Riives (" Paul Riives "). The Zarn Lake Claims are contiguous with and form a portion of the Company's flagship Drayton - Black Lake Project (Figure 1,2,3).

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NUVAU MINERALS INC. ANNOUNCES CLOSING OF NON-BROKERED PRIVATE PLACEMENT OF FLOW-THROUGH SHARES

NUVAU MINERALS INC. ANNOUNCES CLOSING OF NON-BROKERED PRIVATE PLACEMENT OF FLOW-THROUGH SHARES

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES /

Nuvau Minerals Inc. (TSXV: NMC) (the " Company " or " Nuvau ") is pleased to announce that it has closed its previously announced non-brokered private placement (the " Offering ") pursuant to which the Company issued an aggregate 2,114,572 Flow-Through Shares (as defined herein) for aggregate gross proceeds of $1,974,236.11 .

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Quetzal Copper Announces Closing First Tranches of Financing

Quetzal Copper Announces Closing First Tranches of Financing

Quetzal Copper Corp. (TSXV: Q) ("Quetzal" or the "Company") is pleased to announce that it closed a first and second tranche of a previously announced non-brokered flow-through and non-flow-through private placement (the "Offering") for gross proceeds of C$1,918,425 (collectively, the "First Tranches").

Under the First Tranches, the Company issued an aggregate of 11,284,853 flow-through units at $0.17 per unit (the "FT Units"). Each FT Unit consists of one flow-through common share (the "FT Share") and one half of a warrant. The Company issued 5,672,427 warrants as part of the FT Unit issuance. Each whole warrant exercisable at $0.25 per share for 24 months from the issuance date (the "FT Warrants").

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NUVAU MINERALS INC. ANNOUNCES NON-BROKERED PRIVATE PLACEMENT OF FLOW-THROUGH SHARES

NUVAU MINERALS INC. ANNOUNCES NON-BROKERED PRIVATE PLACEMENT OF FLOW-THROUGH SHARES

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES /

Nuvau Minerals Inc. (TSXV: NMC) (the " Company " or " Nuvau ") is pleased to announce the terms of a proposed non-brokered private placement of up to 2,222,222 common shares of the Company (the " Common Shares ") for aggregate gross proceeds of up to $2,000,000 (the " Offering "). The Offering will include the issuance of any combination of Common Shares issued at a price of $0.90 per Common Share (the " National FT Shares ") andor Common Shares issued at a price of $1.03 per Common Share to certain purchasers located in or subject to tax in the Province of Québec (the " Québec FT Shares " and, together with the National FT Shares, the " Flow-Through Shares "). Each Flow-Through Share will qualify as a "flow-through share" as defined in subsection 66(15) of the Income Tax Act ( Canada ) (the " Tax Act ") and section 359.1 of the Taxation Act (Québec) (the " Québec Tax Act "), as applicable.

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