Karora Shareholders Vote In Favour of Westgold Transaction
Released
Released
Announcement PDF
ASX Announcement
22 July 2024
Karora Shareholders Vote In Favour
of Westgold Transaction
Highlights
■
~99% vote in favour of the Transaction with Westgold at Karora shareholder
meeting
■
Transaction to become effective on or about 1 August 2024 - following receipt of
Canadian Court approval
■
Shareholder vote paves the way for the creation of a well-funded, unhedged
Australian gold company with global investment appeal. With the expanded
Westgold fully leveraged to the gold price and with subsequent re-rating potential
via increased scale and index weighting
Westgold Resources Limited (ASX: WGX, OTCQX: WGXRF – Westgold or the Company) is
pleased to acknowledge the press release 1 filed by Karora Resources Inc. (Karora) announcing
that Karora shareholders have approved the merger between Westgold and Karora
(Transaction) 2 at Karora’s annual general and special meeting of shareholders (Meeting), held
on 19 July 2024.
Karora shareholders voted overwhelmingly in favour of the Transaction, with 99% of votes
recorded in favour. Their vote satisfies the condition under the definitive Arrangement
Agreement between Westgold and Karora, which required the approval of, inter alia, at least
66⅔ % of the votes cast by Karora shareholders at the Meeting.
With almost all conditions precedent to the Transaction now satisfied, completion remains
contingent only on receipt of a final order from the Ontario Superior Court of Justice. The
hearing for which is expected on 24 July 2024.
1
Refer to Karora’s TSX announcement titled “Karora Shareholders Approve Transaction with Westgold; FIRB Approval Received”,
dated 19 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.
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
Westgold Managing Director and CEO Wayne Bramwell commented:
“The overwhelming support for this merger shown by Karora shareholders confirms the
independently verified value and the compelling commercial rationale behind this transaction.
With the integration of the Karora assets, the expanded Westgold will have strategic footprints
across two of Western Australia’s most prolific goldfields. With the integration of the Karora
team we create an agile Australian gold mining powerhouse that is focused on free cash
generation and shareholder returns.
Westgold would like to thank the Karora shareholders for their support and trust. Our
integration planning is well advanced and once final court orders are received and the
transaction becomes effective, Westgold will formally welcome the Karora’s shareholders,
stakeholders and team to the Westgold journey ahead.”
Indicative Timetable
Event / Action
Indicative Timing (Toronto)
Final order court hearing
24 July 2024
Complete Transaction
1 August 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
Karora Shareholders Vote in Favour of Westgold Transaction
22 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 court 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.
Karora Shareholders Vote in Favour of Westgold Transaction
22 July 2024
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