Westgold Resources Limited (ASX:WGX) agreed to acquire Karora Resources Inc. (TSX:KRR) on April 7, 2024. Under the terms of agreement, Karora will receive 2.524 Westgold fully paid ordinary shares and AUD 0.68 in cash. Upon completion of the Transaction, Westgold shareholders will own 50.1% of the combined company and former Karora shareholders will own 49.9%. Westgold intends to undertake a secondary listing on the TSX as part of the Transaction.

The transaction is subject to approval from shareholder and court approvals, the Transaction is subject to applicable regulatory approvals, including those of FIRB, TSX and ASX, Westgold Shareholder Approval, conditional approval (or equivalent approval) of the listing or official quotation of the Westgold Shares issuable pursuant to the Arrangement on the ASX and on the TSX shall have been obtained by Westgold, Key Third Party Consents required to be obtained by each of Karora and Westgold and the satisfaction of certain other closing conditions customary for a transaction of this nature, including, among others receipt of key third party consents, received effective resignations and mutual releases (in a form satisfactory to Westgold, acting reasonably) of each member of the Karora Board and each member of the board of directors of its subsidiaries. The Arrangement can only proceed if, among other conditions, it receives the approval of not less than two-thirds (66?%) of the votes cast on the Arrangement Resolution by Karora Shareholders in person or by proxy at the Meeting. The Transaction has been unanimously approved by the boards of directors of Westgold and Karora. Closing of the Transaction is currently expected to occur on July 19, 2024. The board of directors of the Corporation (the "Karora Board") believes that the Arrangement will deliver a premium and other benefits to Karora Shareholders. The Karora Board and the special committee established by the Karora Board (the "Special Committee") have unanimously determined that the Arrangement is in the best interests of the Corporation and that the Arrangement is fair to the Karora Shareholders. Karora is also pleased to announce that the Ontario Superior Court of Justice (Commercial List) (the "Court") granted an interim order dated June 14, 2024 providing for the calling and holding of the Meeting and other procedural matters relating to the Arrangement. As of June 24, 2024, the transaction is expected to close on July 31, 2024.

Argonaut PCF Limited acted as financial advisor, David Church, Paul Harley, and Kajal Parmar of Thomson Geer and Victor Gerchikov of Stikeman Elliott LLP acted as legal advisor to Westgold Resources. CIBC World Markets, Inc. and Cormark Securities Inc. acted as financial advisor, Nino Odorisio, Robyn Ferguson and James Plumb of HopgoodGanim and Abbas Ali Khan of Bennett Jones Services Limited Partnership acted as legal advisor to Karora Resources. The board of directors of Karora has received opinions from Cormark Securities Inc. and Haywood Securities Inc. and the special committee has received an opinion from Desjardins Capital Markets. Morrow & Co., LLC acted as information agent to Karora.