The arrangement was approved by the shareholders, warrant holders and option holders of GoviEx (collectively the “GoviEx Security Holders“) during a special meeting (the “Meeting“) of GoviEx Security Holders held on October 24, 2025. The settlement was approved by approximately 98.7% of the votes cast by GoviEx Shareholders who were present in person or represented by proxy and entitled to vote at the Meeting, and 99.2% of the votes cast by all GoviEx Security Holders, who voted as a group and were present in person or represented by proxy and entitled to vote at the Meeting. meeting, which well exceeded the required two-thirds majority. The final injunction from the Supreme Court of British Columbia was received on November 5, 2025.
Under the Scheme, each holder of an ordinary share of GoviEx (a “GoviEx share“) is entitled to 0.2534 fully paid ordinary shares in the capital of Tombador in exchange for each GoviEx share held (“Consideration stocks“). The arrangement also provides for the issuance of Tombador replacement options to GoviEx option holders and warrant holders on equivalent economic terms (“).Replacement Options“).
It is expected that GoviEx shares will be delisted from the TSX Venture Exchange and the OTCQB Venture Market effective at the close of business on November 14, 2025. The Company will also apply to cease being a reporting issuer in all jurisdictions in Canada where it is currently a reporting issuer.
Further details of the scheme are available in GoviEx’s management information circular dated 10 September 2025., which is available on SEDAR+ (www.sedarplus.ca).
Registered shareholders of GoviEx are reminded to complete and return the letter of transmittal, together with their share certificates or direct registration system advisories, to Computershare Investor Services Inc. (the “Custodian“) to receive the consideration under the Scheme. Non-registered shareholders should contact their brokers or custodians for assistance in submitting their shares and receiving the new Tombador shares. Holding declarations for Replacement Options will also be issued to each new holder of Consideration Shares. Holding declarations for Replacement Options will also be delivered to GoviEx option holders and warrant holders.
If any registered shareholder of the Company has any questions regarding the letter of transmittal, you may contact the Depositary toll-free at 1-800-564-6253 (North America) or 1-514-982-7555 (outside North America), or by email at corporateactions@computershare.com.
Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
About GoviEx Uranium Inc.
GoviEx (TSXV: GXU,OTC:GVXXF) (OTCQB: GVXXF), is a mineral resources company focused on the exploration and development of uranium properties in Africa. GoviEx’s main objective is to become a major uranium producer through the continued exploration and development of the Muntanga mining permit project in Zambia.
Cautionary Note Regarding Forward-Looking Information
This press release may contain “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of applicable securities laws. All information and statements, other than statements of current or historical fact, contained in this press release are forward-looking information. Forward-looking statements are subject to various risks and uncertainties relating to the specific factors disclosed here and elsewhere in GoviEx’s periodic filings with Canadian securities regulators. When used in this press release, words such as “will,” “may,” “plan,” “estimate,” “expect,” “intend,” “may,” “potential,” “would” and similar expressions are forward-looking statements. The information contained herein is necessarily summarized and may not contain all available material information. Forward-looking statements in this announcement include, but are not limited to, statements regarding: the expected timeline; results and consequences of the Arrangement and related matters, including the delisting of GoviEx’s shares from the TSX Venture Exchange and the OTCQB Venture Market, GoviEx’s request to cease being a reporting issuer and the readmission of Tombador’s common shares to the official list of the Australian Securities Exchange (“Australian Securities Exchange”).ASX“) under the name Atomic Eagle Ltd. Although GoviEx believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurances that its expectations will be achieved. Such assumptions, which may prove incorrect, include the following: (i) Tombador will be able to meet the ASX requirements for readmission to the Official List on the ASX; (ii) Tombador will change its name to Atomic Eagle Ltd.; (iii) GoviEx’s shares will be delisted from the TSX Venture Exchange and the OTCQB Venture Market on November 14, 2025; (iv) the plans and strategies of GoviEx and Tombador; (v) the future performance of Atomic Eagle Ltd; Factors that could cause actual results to differ materially from expectations include: (i) the possibility that Tombador’s ordinary shares will not be readmitted to the official list of the ASX, under the name Atomic Eagle Ltd, or at all; (iv) the Company’s inability to obtain financing for Muntanga for any reason; (v) a decline in the uranium market price; increase; (vii) possible delays due to new or continuing health or environmental restrictions; (viii) the failure of GoviEx’s or Tombador’s projects, for technical, logistical, labor relations, political or other reasons; (xi) accidents, labor disputes or the realization of similar risks; (xii) a deterioration in capital market conditions that prevents GoviEx or Tombador from raising necessary resources on a timely basis; 2024 from GoviEx, which are available on the SEDAR+ website at: www.sedarplus.cashould be assessed in conjunction with the information contained in this press release. Although GoviEx has attempted to identify important factors that could cause actual results, performance or achievements to differ materially from those in the forward-looking statements, there may be other factors that cause the results, performance or achievements not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate or that management’s expectations or estimates regarding future developments, conditions or results will materialize. Due to these risks and uncertainties, there can be no assurance that events anticipated by the forward-looking information contained in this press release will occur or occur, or, if any of them do, what benefits GoviEx will derive from them. Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements contained in this press release are made as of the date of this press release, and GoviEx disclaims any intention or obligation to update or revise such information, except as required by applicable law.
Warning for persons from the United States:
The disclosure contained herein does not constitute an offer to sell or the solicitation of an offer to buy securities of GoviEx.
Safe Harbor Statement Under the United States Private Securities Litigation Reform Act of 1995: Except for the statements of historical fact contained herein, the information presented constitutes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements, including but not limited to the statements collectively referred to above as “forward-looking statements” under the “Cautionary Statement Regarding Forward-Looking Information,” involve known and unknown risks, uncertainties and hazards with it. other factors that could cause the actual results, performance or achievements of GoviEx to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. There can be no assurance that such statements will prove to be accurate as actual results, and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/274275
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