GoviEx Uranium Files Meeting Materials After Obtaining Interim Order

Executive Summary

• GoviEx Uranium Inc. filed its management information circular for a special meeting on October 24, 2025 to seek Securityholder approval of a statutory plan of arrangement under which Tombador Iron Limited will acquire all outstanding GoviEx shares.
• The British Columbia Supreme Court issued an interim order allowing the meeting; a final court order is expected by October 29, 2025, with closing anticipated in November 2025 pending regulatory and shareholder approvals.
• Upon completion, GoviEx will be delisted from the TSXV/OTCQB, become a wholly‑owned subsidiary of Tombador, and its shareholders will receive Tombador shares (≈75% ownership of the combined entity).

Key Details

• Meeting Information – Special meeting of shareholders, option‑holders and warrant‑holders scheduled for October 24, 2025; circular available on SEDAR+.
• Approval Thresholds – Requires ≥66 % of votes cast by GoviEx shareholders present (or represented) and ≥66 % of votes cast by all GoviEx security holders voting as a class.
• Support Agreements – Securityholders holding >40 % of GoviEx securities have signed voting support agreements in favour of the arrangement.
• Board Recommendation – GoviEx Board unanimously recommends voting “FOR” the Arrangement Resolution.
• Court Orders – Interim order granted to call and hold the meeting; final court order anticipated October 29, 2025.
• Closing Conditions – Subject to: (i) Final Court Order, (ii) required Securityholder & Tombador shareholder approvals, (iii) TSX‑V and ASX approvals, (iv) completion of Tombador Capital Raising, (v) customary closing conditions. Expected completion: November 2025.
• Delisting – Post‑closing GoviEx shares will be delisted; former GoviEx shareholders will receive ordinary Tombador shares listed on the ASX and potentially an OTC U.S. listing thereafter.
• Strategic Rationale – Access to Australian capital markets, additional funding via a minimum A$5 million public offer by Tombador, projected cash balance of A$19.4‑24.4 million at closing, and enhanced visibility for the Muntanga uranium project in Zambia.
• Funding Details – Matador Capital Pty Ltd. transferred A$1 million into escrow (by Sept 5, 2025) and will purchase 2,772,183 Tombador shares as part of the capital raise.
• Ownership Structure Post‑Transaction – GoviEx shareholders expected to own ~75 % of the combined company (excluding dilution from the capital raising).
• Management Changes – Daniel Major to become CEO of the Combined Company; Govind Friedland appointed Chairman; Eric Krafft added to the board; key Matador personnel, including Grant Davey, will join.

Notable Quotes

• “The Board unanimously recommends that Securityholders vote FOR the Arrangement Resolution.” – GoviEx Board of Directors
• “If the Arrangement is completed, the Combined Company will benefit from direct access to Australian international capital markets and increased visibility for our Muntanga Project.” – Management (paraphrased)