Angus Gold Inc. (TSX-V: GUS | OTC: ANGVF) (“Angus” or the “Company”) is reminding shareholders of the upcoming special meeting (the “Special Meeting”) scheduled for June 19, 2025, at which shareholders will vote on the previously announced arrangement transaction (the “Arrangement”) with Wesdome Gold Mines Ltd. (“Wesdome”). The proxy voting deadline is 5:00 p.m. (Toronto time) on June 17, 2025. Angus strongly encourages shareholders to vote early.
In addition, the Company has provided supplemental disclosure at the request of the Ontario Securities Commission (OSC) regarding shareholder approval requirements under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (MI 61-101).
As of both the Arrangement announcement and the May 7, 2025 record date (the “Record Date”), Wesdome owned 6,300,000 Angus common shares—representing 10.4% of the issued and outstanding shares. This ownership makes Wesdome a “related party” under MI 61-101. As disclosed in Angus’ management information circular dated May 7, 2025 (the “Circular”), the Arrangement constitutes a “business combination” under MI 61-101 and therefore requires two levels of shareholder approval:
Standard approval by at least 66⅔% of votes cast at the Special Meeting; and
Minority approval, defined as a majority of votes cast excluding those held by interested and related parties, as per MI 61-101.
Accordingly, all 6,300,000 shares held by Wesdome will be excluded from the minority vote. Additionally, shares held by Patrick Langlois and Dennis Peterson—together totaling 5,375,000 shares—will also be excluded, as both are considered interested parties under MI 61-101. The Angus special committee and board of directors were fully advised on the implications of MI 61-101 and the related party status of Wesdome during their review and approval process.
As of the Record Date, there were 60,331,050 Angus common shares issued and outstanding. Shareholders holding approximately 36.5% of these shares have entered into voting support agreements in favour of the Arrangement. These committed shares represent roughly 34.3% of the total eligible votes for the minority approval.
The Company also clarified language in the “Background to the Arrangement” section of the Circular, as requested by the OSC. During negotiations, Wesdome initially proposed a mixed cash-and-share consideration for Angus shareholders, rather than an all-share deal. The Angus special committee, after consultation with independent legal and financial advisors, determined this approach would offer shareholders greater value certainty while preserving the opportunity to benefit from potential future gains in Wesdome’s stock price. The final mix of cash and share consideration, including price and exchange ratio, was confirmed on April 5, 2025.
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