Westgold Welcomes Karora Filing Information Circular
Released
Released
Announcement PDF
ASX Announcement
24 June 2024
Westgold welcomes Karora’s filing of the Management
Information Circular
Westgold Resources Limited (ASX: WGX, OTCQX: WGXRF) (Westgold or the Company)
welcomes the filing by Karora Resources Inc. (Karora) of the Management Information Circular
(Circular) for the annual general and special meeting of shareholders (Meeting) of Karora to
approve the merger of Westgold and Karora, as announced on 8 April 2024[1].
The Circular contains information on the plan of arrangement (Plan) pursuant to which Westgold
will acquire Karora (Transaction) and sets the date for the Meeting of Karora's shareholders to
vote on the Transaction as 19 July 2024 at 10:00am (Toronto time). Karora will mail the Circular
to its shareholders in accordance with applicable laws and the interim order obtained by it on 14
June 2024. A copy of the Circular, together with the arrangement agreement dated 8 April 2024
between, inter alia, Westgold and Karora, were separately lodged on the ASX on 24 June 2024.
Completion of the Transaction is subject to 66⅔% of the votes cast by Karora shareholders voting
in person or by proxy at the Meeting in favour of the Plan, approval of the Ontario Superior Court
of Justice and regulatory approvals, including approval by the Foreign Investment Review Board.
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's shareholders. Accordingly, Westgold's
offer to acquire Karora pursuant to the Transaction is unanimously recommended by the
Karora Board. All of the directors and senior officers of Karora have entered into agreements
with Westgold to vote in favour of the Transaction.
In addition, certain shareholders of Karora, who exercise beneficial ownership or control over an
aggregate of approximately 6% of the outstanding Karora shares, entered into agreements with
Westgold agreeing to vote all of their Karora shares in favour of the Transaction at the Meeting.
Benefits of the Transaction
The Transaction represents a transformational step change in growth for both Westgold and
Karora shareholders. The combined entity on completion of the Transaction:
Will create a globally investable, mid-tier unhedged gold producer operating
exclusively in Western Australia - with a highly complementary combination of mining
and processing assets, people and balance sheet;
[1]
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
Is expected to become a top five Australian gold producer - with pro forma market
capitalisation of approximately A$2.4 billion[2];
Will have increased diversification across two strategic Western Australian goldfields
– including four production centres, ~3200km2 of tenure and an advanced pipeline of
organic growth and exploration targets;
Will be very well funded – with financial resources of approximately A$160 million; and
Will have an enhanced capital markets profile – as the new entity will be listed on both
the ASX and the TSX providing it with increased scale and trading liquidity.
For additional information regarding the Plan and the Transaction, please refer to the Circular,
Arrangement Agreement and the Karora news release which were separately lodged on the ASX
on 24 June 2024.
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 Westgold board of
directors.
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
[2]
Based on Westgold's pro forma issued shares following completion of the Transaction and Westgold's closing share price of
A$2.54 as at 21 June 2024.
Westgold welcomes Karora’s filing of the Management Information Circular
24 June 2024
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Disclaimer
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 Transaction
agreements, 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.
Westgold welcomes Karora’s filing of the Management Information Circular
24 June 2024
3
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