Yorbeau announces filing of Meeting Materials for upcoming special meeting of Shareholders - Yorbeau Resources

Yorbeau announces filing of Meeting Materials for upcoming special meeting of Shareholders

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MONTREALNov. 27, 2018 - Yorbeau Resources Inc. (TSX: YRB) (the "Company" or "Yorbeau") announces today that further to its press release dated October 25, 2018, the Company mailed its management information circular (the "Circular") and related voting materials (collectively, the "Meeting Materials") on November 21, 2018 to shareholders of record as of November 12, 2018 (the "Shareholders") in connection with the upcoming special meeting of the Shareholders of Yorbeau (the "Meeting"). The Meeting is to be held on December 19, 2018 at 10:00 a.m. (Montreal time) at the offices of the Company located at 110 Crémazie Boulevard West, Suite 430, Montreal, Quebec H2P 1B9. The Meeting Materials have also been filed under the Company's profile on SEDAR and are available at www.sedar.com.

At the Meeting, Shareholders will be asked to consider, and if deemed advisable, to adopt a special resolution (the "Special Resolution") approving the sale of a 100% interest in Yorbeau's Rouyn property (the "Transaction") upon the exercise of an option to purchase such interest to be granted by Yorbeau to IAMGOLD Corporation ("IAMGOLD"), or one of its affiliates, substantially in accordance with the terms and conditions set forth in the letter of intent signed by Yorbeau and IAMGOLD on October 24, 2018. In order to be effective, the Special Resolution must be approved by at least two-thirds of the votes cast by Shareholders present in person or represented by proxy at the Meeting.

The Board of Directors, after careful consideration, recommends that Shareholders vote FOR the Special Resolution, on the basis that the Transaction is in the best interest of the Company.

In reaching its determination that the Transaction is in the best interest of the Company, the Board of Directors and management of the Company considered and evaluated, among other things, the following:

  • The Company has invested considerable amounts of money in the Rouyn property, including over $21 million since 2006. In spite of exploration successes, including the discovery of the Gamble Lake deposit, the market capitalization of the Company has not increased proportionally;
  • With its existing mineral resources and substantial underground mining infrastructure in place, the Rouyn property has reached an advanced maturity stage; and
  • The next phases of work would involve deep exploration drilling, at least preliminary engineering studies, and possibly eventual underground development to pursue exploration at depth, and such future work would require enormous amounts of funding that are beyond the realms of possibility for most junior exploration companies such as Yorbeau.

Management and the Board of Directors are of the view that the Transaction with IAMGOLD is ultimately accretive to Shareholders' value, unlocks long-term value with no further investment on the part of Yorbeau and aligns Yorbeau with a solid player in the industry.

Shareholders are encouraged to carefully read the Meeting Materials, including the Circular, as they contain important information regarding the Transaction, including, among other things, the reasons for the above recommendation, risks associated with the Transaction, the requirements for the Transaction to become effective, voting procedures at the Meeting and other related matters.

Consummation of the Transaction remains subject to conditions, including completion of due diligence to IAMGOLD's satisfaction, the negotiation and finalization of a satisfactory definitive agreement and the approval of the Shareholders being sought at the Meeting.

About Yorbeau Resources Inc.

The Rouyn Property, wholly-owned by the Company, contains four known gold deposits in the 6-km-long Augmitto-Astoria corridor situated on the western portion of the property. Two of the four deposits, Astoria and Augmitto, benefit from substantial underground infrastructure and have been the subject of technical reports that include resource estimates and that were filed in accordance with Regulation 43‑101. In 2015, the Company expanded its exploration property portfolio by acquiring strategic base metal properties in prospective areas of the Abitibi Belt of Quebec and Ontario that feature an infrastructure favourable for mining development. The newly acquired base metal properties include the Scott Project, which bears important mineral resources (see the press release dated March 30, 2017) and on which a positive Preliminary Economic Assessment was recently completed.

For additional information on the Company, consult its website at www.yorbeauresources.com.

Forward-looking statements: Except for statement of historical fact, all statements in this news release, including, without limitation, statements relating to the Transaction with IAMGOLD, proceeds to be received by Yorbeau from the Transaction, the terms and conditions of the Transaction and the impact of the Transaction on the Company, are forward-looking statements which involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate; actual results and future events could differ materially from those anticipated in such statements. Yorbeau disclaims any obligation to update such forward-looking statements, other than as required by applicable securities laws.

For further information:

Gérald Riverin, PhD, P. Geo
Yorbeau Resources Inc.
Tel: 819-279-1336

G. Bodnar Jr.
Yorbeau Resources Inc.
Tel: 514-384-2202
Toll free in North America: 1-855-384-2202