Voyager Metals Securityholders Approve Arrangement with Cerrado Gold

TORONTO, ON / ACCESSWIRE / May 25, 2023 / Voyager Metals Inc. ("Voyager") (TSXV:VONE) and Cerrado Gold Inc. ("Cerrado") (TSXV:CERT)(OTCQX:CRDOF) are pleased to announce that the shareholders and option holders of Voyager (the "Securityholders") have approved the completion of its previously announced business combination with Cerrado Gold Inc. via plan of arrangement (the "Arrangement").

Foto: Accesswire

At the special meeting of Securityholders held yesterday (the "Meeting"), the Securityholders approved the Arrangement, pursuant to which Cerrado will, among other things, acquire all of the issued and outstanding common shares of Voyager that it does not already own.

At the Meeting, the special resolution approving the Arrangement (the "Arrangement Resolution") was overwhelmingly approved by: (i) approximately 99.98% of the shareholders of Voyager (the "Shareholders") present in person or represented by proxy; and (ii) approximately 99.99% of the Securityholders, voting as a single class, present in person or represented by proxy. The Shareholders and option holders who participated in the vote represented approximately 56.4% and 100%, respectively, of all issued and outstanding securities of Voyager entitled to vote on the Arrangement Resolution. Accordingly, all securityholder approvals required to proceed with the Arrangement have been obtained.

The Arrangement is expected to become effective on or about May 31, 2023, subject to, among other things, Voyager obtaining a Final Order from the Ontario Superior Court of Justice (Commercial List) in respect of the Arrangement and the satisfaction or waiver of certain other customary closing conditions. The hearing for the final order of the Ontario Superior Court of Justice (Commercial List) to approve the Arrangement is scheduled to take place on May 26, 2023. It is expected that, within two to three business days following the completion of the Arrangement, the common shares of Voyager will be delisted from the TSX Venture Exchange.

Transaction Rationale

• The combination will create a well-financed mining company with a strong pipeline of current production and growth, immediate development and a long-life, low-cost and large-scale project in a low-risk jurisdiction.
• Financing and cash flow synergies may reduce the dilution for project development and significantly reduce dilution for shareholders.
• Combined company would create a mid-tier market capitalized company once all assets are in operation based on the ability to generate significant free cashflow over the next several decades.

Further details regarding the Arrangement are set out in the management information circular of Voyager dated April 19, 2023 (the "Circular"), which is available on SEDAR (www.sedar.com) under Voyager's issuer profile.

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