South Atlantic and ValOre Announce Postponement of Shareholder Meeting to Approve Proposed Amalgamation and New Outside Date
June 10, 2025
South Atlantic and ValOre Announce Postponement of Shareholder Meeting
to Approve Proposed Amalgamation and New Outside Date
Vancouver, B.C. – June 10, 2025 – ValOre Metals Corp. ( “ValOre”) (TSX-V: VO, OTCQB: KVLQF,
Frankfurt: KEQ0) and South Atlantic Gold Inc. (“South Atlantic”) (TSX-V: SAO), today announced that,
further to the joint news release of South Atlantic and ValOre dated May 16, 2025, the annual general and
special meeting (the “Meeting”) of the shareholders of South Atlantic (the “South Atlantic Shareholders”),
which was previously scheduled to be held on June 13, 2025 at 10:00 a.m. (Kelowna time) , will now be
held on June 27, 2025 at 10:00 a.m. (Kelowna time) at 301-1665 Ellis Street, Kelowna, BC V1Y 2B3 .
South Atlantic, ValOre and 1529317 B.C. Ltd. ( “Subco”), a wholly-owned subsidiary of ValOre formed for
the purpose of completing the Amalgamation (as defined below), have also entered into an amending
agreement to the Amalgamation Agreement (as defined below) dated June 10, 2025 (the " Amending
Agreement") providing for an extension of the Outside Date (as defined in the Amalgamation Agreement)
from June 30, 2025 to July 7, 2025 to permit the postponement of the Meeting. The Amending Agreement
is available on ValOre’s and South Atlantic’s respective SEDAR+ profiles at www.sedarplus.ca.
The postponement of the Meeting will provide South Atlantic Shareholders with further opportunity to tender
their proxies and South Atlantic and ValOre with further opportunity to communicate with South Atlantic
Shareholders regarding the special resolution (the “ Amalgamation Resolution ”) approving an
amalgamation (the “Amalgamation”) under the Business Corporations Act (British Columbia) involving
South Atlantic, ValOre and Subco, whereby ValOre will indirectly acquire all of the issued and outstanding
common shares in the capital of South Atlantic in exchange for common shares of ValOre pursuant to the
terms and conditions of an amalgamation agreement dated March 26, 2025 among South Atlantic, ValOre
and Subco (the “Amalgamation Agreement”). The Amalgamation is more particularly described in the joint
news release of South Atlantic and ValOre dated March 26, 2025 and the management information circular
of South Atlantic dated May 13, 2025 (the “Circular”).
The board of directors of South Atlantic (the “South Atlantic Board”) continues to unanimously recommend
that South Atlantic Shareholders vote FOR the Amalgamation.
ValOre and South Atlantic encourage South Atlantic Shareholders to vote ahead of the Meeting using the
form of proxy (the “Proxy”) or voting information form (the “VIF”), as applicable, enclosed with the Circular.
All South Atlantic Shareholders are strongly encouraged to vote by submitting their completed Proxy or VIF,
as applicable, prior to the Meeting by one of the means described in the Circular well in advance of the new
proxy deadline of June 25, 2025 at 10:00 a.m. (Kelowna time).
Registered South Atlantic Shareholders are also encouraged to complete, sign and deliver the letter of
transmittal enclosed with the Circular in accordance with the instructions set out therein and in the Circular,
including delivering such South Atlantic Shareholder’s share certificates or DRS advices, as applicable, as
soon as possible.
June 10, 2025
South Atlantic Shareholders who have questions or need assistance with voting or submitting their letter of
transmittal should contact Douglas Meirelles, President and Chief Executive Officer of South Atlantic, by
telephone at 250-762-5777, or by email at [email protected].
In addition to passing the Amalgamation Resolution, the completion of the Amalgamation is subject to
approval of the TSX Venture Exchange ( “TSXV”) as well as other customary closing conditions for
transactions of its nature. The TSXV has provided conditional approval of the Amalgamation. Subject to the
satisfaction of such conditions, the Amalgamation is expected to be completed on July 3, 2025, being the
third business day following the Meeting. The Amalgamation cannot close until the required South Atlantic
Shareholder approvals are obtained and there can be no assurance that the Amalgamation will be
completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Circular, any information released or received with
respect to the Amalgamation may not be accurate or complete and should not be relied upon.
About ValOre Metals Corp.
ValOre Metals Corp. (TSX-V: VO, OTCQB: KVLQF, Frankfurt: KEQ0) is a Canadian company with a team
aiming to deploy capital and knowledge on projects which benefit from substantial prior investment by
previous owners, existence of high- value mineralization on a large scale, and the possibility of adding
tangible value through exploration and innovation.
For further information about ValOre Metals Corp., or this news release, please visit our website at
www.valoremetals.com or contact Investor Relations at 604- 653-9464, or by email at
ValOre is a proud member of Discovery Group. For more information about Discovery Group, please visit
its website at www.discoverygroup.ca.
About South Atlantic Gold Inc.
South Atlantic is an exploration company engaged in acquiring and advancing mineral properties in the
Americas. For further information, please visit our website at www.southatlanticgold.com.
Additional Information
Further details regarding the terms of the Amalgamation are set out in the Amalgamation Agreement, which
is available on ValOre’s and South Atlantic’s respective SEDAR+ profiles at www.sedarplus.ca. Additional
information regarding the terms of the Amalgamation Agreement, the background to the proposed
transaction and how the South Atlantic Shareholders can participate in and vote at the Meeting are provided
in the Circular, which has been mailed to the South Atlantic Shareholders and also filed on the South
Atlantic’s SEDAR+ profile at www.sedarplus.ca. South Atlantic Shareholders are urged to read these and
other relevant materials.
June 10, 2025
No Offer or Solicitation
This news release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities
in any jurisdiction pursuant to or in connection with the Amalgamation or otherwise, nor shall there be any
sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
Cautionary Note Regarding Forward-Looking Statements
This news release contains certain forward-looking statements and forward-looking information, as defined
under applicable Canadian securities laws (collectively, “forward-looking statements”). The words “will”,
“intend”, “anticipate”, “could”, “should”, “may”, “might”, “expect”, “estimate”, “forecast”, “plan”, “potential”,
“project”, “assume”, “contemplate”, “believe”, “shall”, “scheduled”, and similar terms and, within this news
release, include, without limitation, any statements (express or implied) respecting: the Meeting, including,
but not limited to, the anticipated effects of the postponement of the Meeting; the terms, conditions,
proposed timing, satisfaction of conditions precedent to, anticipated benefits and completion of the
Amalgamation; the timing, receipt and anticipated effects of regulatory and other approvals ; and all other
statements that are not statements of historical facts. Forward- looking statements are not guarantees of
future performance, actions, or developments and are based on expectations, assumptions and other
factors that management currently believes are relevant, reasonable, and appropriate in the circumstances.
Although management believes that the forward- looking statements herein are reasonable, actual results
could be substantially different due to the risks and uncertainties associated with and inherent to each of
ValOre’s and South Atlantic’s respective businesses (as more particularly described in each of their
continuous disclosure filings available under their respective SEDAR+ profile at www.sedarplus.ca), as well
as the following particular risks: risks that the postponement of the Meeting does not have the anticipated
effects; risks that a condition to closing of the Amalgamation may not be satisfied; risks that the requisite
South Atlantic S hareholder approvals, or other applicable approvals for the Amalgamation may not be
obtained or be obtained subject to conditions that are not anticipated; the market price of parties’ respective
common shares and business generally; potential legal proceedings relating to the Amalgamation and the
outcome of any such legal proceeding; the inherent risks, costs and uncertainties associated with
transitioning the business successfully and risks of not achieving all or any of the anticipated benefits of the
Amalgamation, or the risk that the anticipated benefits of the Amalgamation may not be fully realized or take
longer to realize than expected; the occurrence of any event, change or other circumstances that could give
rise to the termination of the Amalgamation Agreement; the risk that the Amalgamation will not be
consummated within the expected time period, or at all; and other risks discussed under the heading “Risk
Factors” in the Circular.
Actual results or events could differ materially from those contemplated in forward-looking statements as a
result of, without limitation, the following: the ability to secure the required South Atlantic Shareholder or
regulatory approvals; the occurrence of a material adverse effect, the receipt by South Atlantic of a superior
proposal, or the failure by either party to satisfy any other closing condition in favour of the other provided
for in the Amalgamation Agreement, which condition is not waived; general business, economic,
competitive, political and social uncertainties; and the future performance, financial and otherwise, of
June 10, 2025
ValOre and South Atlantic . All forward- looking statements included in this news release are expressly
qualified in their entirety by these cautionary statements. The forward- looking statements contained in this
news release are made as at the date hereof and neither ValOre nor South Atlantic undertake any obligation
to update publicly or to revise any of the included forward- looking statements, whether as a result of new
information, future events, or otherwise, except as may be required by applicable secur ities laws.
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.