IAMGOLD Corporation entered into a letter of intent to acquire Vanstar Mining Resources Inc. on November 10, 2023. IAMGOLD Corporation (TSX:IMG) entered into a definitive arrangement agreement to acquire Vanstar Mining Resources Inc. (TSXV:VSR) for approximately CAD 40 million on December 4, 2023. Pursuant to the Transaction, Vanstar?s shareholders will receive 0.2007 of an IAMGOLD common share (each whole common share of IAMGOLD, an ?IAMGOLD Share?) for each Vanstar Share, the consideration payable by IAMGOLD implies a value of CAD 0.69 (the ?Consideration Value?) for each Vanstar Share. In addition, each outstanding common share purchase option of Vanstar (a ?Vanstar Option?) will be cancelled in exchange for an amount equal to the amount, if any, by which CAD 0.69 exceeds the exercise price payable under such Vanstar Option by the holder thereof to acquire one Vanstar Share underlying such Vanstar Option, such amount to be paid 50% in cash and 50% in IAMGOLD Shares. The Transaction will be carried out by way of a court-approved plan of arrangement under the provisions of the Canada Business Corporations Act. Completion of the Transaction is subject to approval by the Superior Court of Québec and will require approval by at least two-thirds (66%) of the votes cast by Vanstar shareholders and more than 50% of the votes cast by disinterested Vanstar shareholders at a special meeting of Vanstar shareholders that is expected to be held in January 2024 (the ?Meeting?). The approval of shareholders of IAMGOLD is not required in connection with the Transaction. In addition to shareholder and court approvals, the Transaction is subject to customary closing conditions, including the receipt of applicable regulatory approvals and third party consents as may be required to effect and complete the transaction, including approval of the TSX (in respect of IAMGOLD) and the TSXV (in respect of Vanstar). The Arrangement Agreement also provides for a payment of a CAD 2 million termination fee payable to IAMGOLD in certain circumstances. Assuming that all requisite approvals are received, IAMGOLD and Vanstar expect to close the proposed Transaction shortly after the date of the Meeting. Upon completion, all of the members of the board of directors of Vanstar (the ?Vanstar Board?) and each executive officer of Vanstar will resign and a new management team appointed by IAMGOLD will manage Vanstar after completion of the Transaction. All of the directors and officers of Vanstar (holding in the aggregate approximately 8.3% of the issued and outstanding Vanstar Shares on a non-diluted basis) have entered into voting and support agreements pursuant to which they have agreed to vote their Vanstar Shares in favor of the Transaction.

The transaction is subject to the arrangement have been conditionally approved or authorized for listing on the TSX and the NYSE, the Key Regulatory Approvals and third-party consents shall have been obtained, exercised Dissent Rights, resignations each of the directors and officers of Vanstar and the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement. The Vanstar Board unanimously approved the Transaction and recommends that Vanstar shareholders vote their Vanstar Shares in favour of the Transaction. The transaction is expected to close in the first quarter of 2024. As of February 6, 2024, Vanstar Mining Resources Inc. shareholders approved the transaction. The transaction is expected to close in the middle of February 2024. The Company will seek a final order of the Superior Court of Québec to approve the Arrangement on February 9, 2024.

Maxit Capital LP has provided fairness opinion to the Vanstar shareholders. Maxit Capital LP is acting as financial advisor to Vanstar. Maxime Lemieux of McMillan LLP is acting as legal counsel to Vanstar in connection with the Transaction. Bradley Freelan of Fasken Martineau Dumoulin LLP is acting as Canadian legal advisor to IAMGOLD in connection with the Transaction. Paul Weiss LLP is acting as US legal advisor. The transfer agent and registrar for the IAMGOLD Shares is Computershare Trust Company of Canada. Computershare Investor Services Inc. is acting as depositary to IAMGOLD. Vanstar has retained the services of TMX Investor Solutions Inc. to solicit proxies for a fee of approximately CAD 35,000 plus reasonable additional out-of-pocket expenses.

IAMGOLD Corporation (TSX:IMG) completed the acquisition of Vanstar Mining Resources Inc. on February 13, 2024. Trading of the Vanstar Shares on the TSX Venture Exchange (the ?TSX-V?) has been halted and will remain halted until the Vanstar Shares have been delisted from the TSX-V, which is expected to be on February 15, 2024. The Vanstar Shares are also expected to be delisted from the OTCQX and the Frankfurt Stock Exchange and Vanstar intends to submit an application to the applicable securities regulators in Canada to cease to be a reporting issuer. The Superior Court of Québec granted the final order approving the Arrangement on February 9, 2024. Computershare Investor Services Inc. acted as depository to Vanstar.