Voyager Metals and Cerrado Gold Announce Completion of Business Combination Transaction

TORONTO, ON / ACCESSWIRE / May 31, 2023 / Voyager Metals Inc. ("Voyager") (TSXV:VONE) and Cerrado Gold Inc. ("Cerrado") (TSXV:CERT) (OTCQX:CRDOF) are pleased to announce the successful completion of the previously announced statutory plan of arrangement (the "Arrangement") under the Business Corporations Act (Ontario) pursuant to which Cerrado acquired all of the issued and outstanding common shares of Voyager (the "Voyager Shares") that it did not already own. The Arrangement was carried out pursuant to the terms of the arrangement agreement between Voyager and Cerrado dated March 7, 2023 (the "Arrangement Agreement") and became effective today, resulting in Voyager becoming a wholly-owned subsidiary of Cerrado. The Arrangement had received the requisite approval of Voyager shareholders and optionholders at a special meeting held on May 24, 2023. The Ontario Superior Court of Justice (Commercial List) issued a final order approving the Arrangement on May 26, 2023.

Foto: Accesswire

Pursuant to the Arrangement, each former shareholder of Voyager, other than Cerrado, is entitled to receive 1/6 of one (1) Cerrado share for each outstanding Voyager share (the "Consideration"). Further in connection with the Arrangement, holders of the Voyager options received options of Cerrado adjusted in accordance with the Exchange Ratio and subject to the terms of the Arrangement Agreement (the "Cerrado Replacement Options"), resulting in the grant of 1,266,649 Cerrado Replacement Options. The Cerrado Replacement Options are not exercisable by the holders thereof until shareholder and relevant TSX Venture Exchange approvals have been obtained in respect of such options and an amended Cerrado omnibus plan with higher limits is in place to accommodate the exercise of such options. Such approval is being sought at the annual and special meeting of Cerrado shareholders expected to be held on July 19, 2023. In addition, all outstanding common share purchase warrants of Voyager ("Voyager Warrants") have been adjusted, in accordance with their terms, and following the Arrangement, are exercisable for up to 1,779,755 Cerrado shares based on the Exchange Ratio.