Glass Lewis Recommends Karora Shareholders Vote For Merger
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Released
Announcement PDF
ASX Announcement
15 July 2024
Glass Lewis Recommends Proposed Merger
TSX Conditionally Approves Westgold Listing
Westgold Resources Limited (ASX: WGX, OTCQX: WGXRF – Westgold or the Company)
welcomes the press release 1 filed by Karora Resources Inc. (Karora) acknowledging the report
released by Glass, Lewis & Co. LLC (Glass Lewis), recommending Karora shareholders vote
FOR the merger between Westgold and Karora (Transaction) 2 at Karora’s upcoming annual
general and special meeting of shareholders (Meeting), scheduled for 19 July 2024.
Glass Lewis is a leading proxy advisory firm that provides independent voting recommendations
to institutional shareholders. Glass Lewis made its independent recommendation after
carefully reviewing the facts regarding the Transaction and benefits to Karora shareholders.
This is the second independent recommendation to Karora shareholders and
complements the recommendation to vote FOR the Transaction 3.by proxy advisor,
Institutional Shareholder Services Inc. (ISS).
As previously announced2, the Transaction will be effected by way of a court-approved plan of
arrangement under the Canada Business Corporation Act (CBCA), requiring the approval of
66⅔ % of the votes cast by Karora shareholders at the Meeting. Registered Karora shareholders
as at the close of business (Toronto time) on 13 June 2024 receive notice of, and are entitled to
vote, at the Meeting.
Karora shareholders are urged to vote before the proxy deadline of 10:00 a.m. (Toronto time)
on 17 July 2024.
The Transaction has been unanimously approved by the respective boards of directors of
Westgold and Karora. The Karora board of directors (Karora Board) has unanimously
determined that the Transaction is in the best interests of Karora and is fair to Karora
shareholders.
Accordingly, Westgold's offer to acquire Karora pursuant to the Transaction is unanimously
recommended by the Karora Board. All directors and senior officers of Karora have entered
into agreements with Westgold to vote in favour of the Transaction.
1
Refer to Karora’s TSX announcement titled “A Second Leading Independent Proxy Advisory Firm, Glass Lewis, Recommends
Karora Resources Shareholders Approve the Proposed Arrangement with Westgold Resources”, dated 12 July 2024, available on
SEDAR+ at www.sedarplus.ca
2
Refer to Westgold's ASX Announcement titled, "Merger to Create +400 kozpa Australian Gold Miner" dated 8 April 2024, available
at https://www.asx.com.au/markets/company/WGX, for further information.
3
Refer to Westgold's ASX Announcement titled, " ISS Recommends Karora Shareholders Vote For Merger" dated 9 July 2024,
available at https://www.asx.com.au/markets/company/WGX, for further information.
Westgold Resources Limited
ABN 60 009 260 306
ASX: WGX / OTC: WGXRF
westgold.com.au
T: +61 8 9462 3400
E: perth.reception@westgold.com.au
Level 6, 200 St Georges Terrace
Perth WA 6000
PO Box 7068, Cloisters Square WA 6850
TSX conditional listing approval
Westgold has received conditional approval from the Toronto Stock Exchange (TSX) to list its
ordinary shares on the TSX in connection with the Transaction. Final approval of the listing is
subject to Westgold meeting customary requirements, including receipt of all required
documentation and the completion of the Transaction. Westgold is proceeding to comply with
these requirements.
This conditional approval from the TSX marks the completion of another condition precedent to
the Transaction.
Westgold Managing Director and CEO Wayne Bramwell commented:
“The value proposition created by the Westgold – Karora merger is compelling. With the two
leading proxy advisors now independently recommending Karora shareholders vote in favour of
this merger, and conditional approval for Westgold’s TSX listing now granted, the completion of
this transformational Transaction draws even closer.
With their vote FOR the transaction, Karora shareholders will create a larger internationally
investible gold company that is unhedged, well-funded and fully leveraged to the gold price. The
new Westgold will have strategic footprints across two of Western Australia’s most prolific
goldfields and have an enhanced team and platform to continue to deliver returns to its
shareholders.
Westgold is working closely with Karora management in preparation for integration and looks
forward to formally welcoming the Karora team to the expanded company at month end.”
Indicative Timetable
Event / Action
Indicative Timing (Toronto)
Record date
13 June 2024
Circular registered mailed to Karora shareholders
27 June 2024
Karora shareholder Meeting
19 July 2024
Final court hearing
24 July 2024
Complete Transaction
31 July 2024
This announcement is authorised for release to the ASX by the Board.
Investor and media relations enquiries
Investor Relations
Kasun Liyanaarachchi | Investor Relations Manager
investor.relations@westgold.com.au
+61 458 564 483
Media
Peter Knight | Communications Manager
peter.knight@westgold.com.au
+61 459 980 481
Glass Lewis Recommends Proposed Merger and TSX Conditionally Approves Westgold Listing
15 July 2024
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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 Westgold 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 management believes that
the assumptions made by Westgold and the 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 Westgold or
the combined entity 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 market price of gold, the actual results of current
exploration, the actual results of future exploration, changes in project parameters as plans
continue to be evaluated, failure to receive the required shareholder, court and regulatory
approvals for the Transaction, changes in laws, regulations and practices, the geopolitical,
economic, permitting and legal climate that Westgold and Karora operate in, the failure by the
parties to satisfy all closing conditions in respect of the Transaction, exercise of termination
rights under the definitive Arrangement Agreement with Karora, as well as those factors
disclosed in Westgold's publicly filed documents. Westgold believes that the assumptions and
expectations reflected in the forward-looking information are reasonable. Readers should not
place undue reliance on forward-looking information. Westgold does not undertake to update
any forward-looking information, except in accordance with applicable securities laws.
This document includes information that has been prepared by third parties, and views based
on information that has been prepared by third parties. No representation or warranty is made
as to the accuracy, completeness or reliability of the information. This document should not be
relied upon as a recommendation or forecast by Westgold.
Glass Lewis Recommends Proposed Merger and TSX Conditionally Approves Westgold Listing
15 July 2024
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