ValOre Enters into Definitive Agreement to Acquire South Atlantic Gold to Create a 99,924 Hectare Precious Metals District in Ceara State, Brazil
March 26, 2025
ValOre Enters into Definitive Agreement to Acquire South Atlantic Gold to Create a 99,924 Hectare
Precious Metals District in Ceara State, Brazil
Vancouver, B.C. – March 26, 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 February 17, 2025 joint news release, the companies have entered into a n amalgamation
agreement (the “Agreement”) on March 26, 2025, pursuant to which ValOre will acquire all of the issued
and outstanding common shares in the capital of South Atlantic (the “South Atlantic Shares”) and other
securities of South Atlantic (the “Proposed Transaction”). Pursuant to the terms of the Agreement, South
Atlantic and 1529317 B.C. Ltd. ( “ValOre Subco”), a wholly-owned subsidiary of ValOre, will amalgamate
under the Business Corporations Act (British Columbia) (the “ Amalgamation”). Upon completion of the
Proposed Transaction, the company resulting from the Amalgamation (“Amalco”) will be a wholly -owned
subsidiary of ValOre.
Jim Paterson, ValOre Chairman and C.E.O. stated: “ We would like to thank all SAO stakeholders for
their efforts to get this transaction to its current stage. We’re very excited to start exploration programs on
the combined and expanded Pedra Branca project area once the deal has been completed. Prior to this
happening, the shareholders of South Atlantic must approve the transaction at an upcoming SAO
shareholder meeting, so we encourage their participation and request their support of the deal. ”
Figure 1: Pedra Branca PGE and Pedra Branca Au property map
March 26, 2025
(1) Independent Technical Report – Mineral Resource Update on the Pedra Branca PGE Project, Ceará
State, Brazil (Effective date: March 8, 2022)
(2) NI 43-101 Technical Report - Mineral Resource Estimation for the Pedra Branca Gold Project Ceará
State – Brazil (Effective date: March 16, 2021)
Transaction Details
Under the terms of the Agreement, which was approved unanimously by each of the boards of directors
of ValOre and South Atlantic, (i) South Atlantic and ValOre Subco will amalgamate under the Business
Corporations Act (British Columbia) to form Amalco; (ii) all outstanding South Atlantic restricted share units
and deferred share units, if any, will be settled for South Atlantic Shares immediately prior to the
Amalgamation, (iii) each issued and outstanding South Atlantic Share will be cancelled and replaced with
that number of common shares in the capital of ValOre ( “ValOre Shares”) equal to the quotient obtained
by dividing 38,500,000 by the number of South Atlantic Shares issued and outstanding immediately prior
to the Amalgamation ( such ratio being, the “Exchange Ratio ”), (iv) all outstanding South Atlantic stock
March 26, 2025
options will be cancelled and replaced with options to acquire such number of ValOre Shares multiplied
by the Exchange Ratio, (v) each issued and outstanding common share of ValOre Subco will be replaced
by a common share of Amalco, and (vi) as consideration for the issuance of the ValOre Shares to effect
the Proposed Transaction, Amalco will issue ValOre one common share of Amalco for each ValOre Share
so issued. No fractional ValOre Shares will be issued in exchange for South Atlantic Shares and the
aggregate number of ValOre Shares issued to a holder of South Atlantic Shares will be rounded down to
the nearest whole ValOre Share.
It is estimated that there will be an aggregate of approximately 267,540,439 ValOre Shares issued and
outstanding immediately following completion of the Proposed Transaction, resulting in: (i) the holders of
South Atlantic Shares immediately prior to completion of the Proposed Transaction, holding approximately
38,500,000 (~14.4%) ValOre Shares (equating to approximately $2.88 million based on the closing price of
the ValOre Shares on March 26, 2025) , and (ii) current holders of ValOre Shares holding approximately
229,060,439 (~85.6%) ValOre Shares.
The Amalgamation Agreement contains customary provisions including non-solicitation and “right to match”
provisions, as well as a $150,000 termination fee payable to ValOre under certain circumstances and, in
certain other customary circumstances, expense reimbursement to ValOre or South Atlantic (as applicable).
In addition to South Atlantic Shareholder approval (see below for further details), the completion of the
Proposed Transaction is subject to approval of the TSX V enture Exchange ( “TSXV”) as well as other
customary closing conditions for transactions of its nature. Subject to the satisfaction of such conditions,
the Proposed Transaction is expected to be completed during the second quarter of 2025. The Proposed
Transaction cannot close until the required shareholder approvals are obtained and there can be no
assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in South Atlantic's management information circular to be
prepared in connection with the Proposed Transaction, any information released or received with respect
to the Proposed Transaction may not be accurate or complete and should not be relied upon.
Following completion of the Proposed Transaction, it is expected that the South Atlantic Shares will no
longer be listed on any public market and South Atlantic will cease to be a reporting issuer under Canadian
securities laws.
South Atlantic Shareholder Meeting and Board of Directors' Recommendations
In connection with the Proposed Transaction, it is expected that South Atlantic will hold a special meeting
of its shareholders (the “South Atlantic Shareholder Meeting”) to, among other annual items of business,
approve the Amalgamation which will require the approval of: (i) two -thirds of the votes cast on the
resolution by shareholders of South Atlantic ( “South Atlantic Shareholders ”) at the South Atlantic
Shareholder Meeting, and (ii) a simple majority of the votes cast on the resolution by South Atlantic
Shareholders at the South Atlantic Shareholder Meeting, excluding votes from certain South Atlantic
Shareholders, as required under Multilateral Instrument 61 -101 – Protection of Minority Security Holders
March 26, 2025
in Special Transactions (“ MI 61- 101”). The South Atlantic Shareholder Meeting is expected to be held
during the second quarter of 2025.
The Amalgamation Agreement has been unanimously approved by the boards of directors of each of
ValOre and South Atlantic. The South Atlantic board of directors unanimously recommends that the South
Atlantic Shareholders vote in favour of the Proposed Transaction. All officers and directors of South Atlantic
have entered into voting support agreements whereby they have agreed to vote all South Atlantic Shares
held by them in favour of the Proposed Transaction.
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 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 about the Proposed Transaction and Where to Find It
Further details regarding the terms of the Proposed Transaction are set out in the Agreement, which will be
publicly filed on ValOre’s and South Atlantic’s respective SEDAR+ profiles at www.sedarplus.ca. Additional
information regarding the terms of the Agreement, the background to the Proposed Transaction and how
the South Atlantic Shareholders can participate in and vote at the South Atlantic Shareholder Meeting will
be provided in the management information circular which will be 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 when they become available.
No Offer or Solicitation
This document 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 Proposed Transaction or otherwise, nor shall there
be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
March 26, 2025
Qualified Person (“QP”)
The technical information in this news release has been prepared in accordance with Canadian regulatory
requirements set out in NI 43-101 and reviewed and approved by Thiago Diniz, P.Geo., ValOre’s QP and
Vice President of Exploration.
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 terms and conditions
of the Proposed Transaction, the pro forma capitalization of ValOre following completion of the Proposed
Transaction, the South Atlantic Shareholder Meeting; the proposed timing and completion of the Proposed
Transaction; the satisfaction of the conditions precedent to the Proposed Transaction; timing, receipt and
anticipated effects of regulatory and other approvals; the delisting of the South Atlantic Shares from the
TSXV, South Atlantic ceasing to be a reporting issuer 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 a condition to closing of the Proposed Transaction may not be
satisfied; risks that the requisite South Atlantic Shareholder approvals, or other applicable approvals for the
Proposed Transaction 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; p otential legal proceedings
relating to the Proposed Transaction 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 Proposed Transaction, or the risk that the anticipated benefits of the
Proposed Transaction 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 Agreement; the risk
that the Proposed Transaction will not be consummated within the expected time period, or at all.
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 Agreement, which condition is not waived; general business, economic, competitive, political and
social uncertainties; and the future performance, financial and otherwise, of ValOre and South Atlantic . All
March 26, 2025
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 securities 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.