Carcetti shareholders approve all matters at AGSM

Executive Summary

• Carcetti Capital Corp. held its Annual General and Special Meeting on Oct. 30, 2025, where all shareholder matters were approved.
• Significant leadership changes occurred: Glenn Kumoi resigned as CEO/CFO, and Jason Kosec was appointed President and CEO, with Jonathan Awde as Executive Chair and Jon Case as CFO.
• The company provided an update on its definitive agreement to acquire the Hemlo gold mine from Barrick Mining Corp. for $875 million in cash, 34.6 million shares, and up to $165 million in contingent payments, with closing anticipated in Q4 2025.

Key Details

• Shareholder Meeting Results:
  • Date: Oct. 30, 2025.
  • Record Date: Sept. 25, 2025.
  • Participation: 19,868,654 common shares represented (77% of issued and outstanding shares).
  • Outcome: All matters voted on were approved by shareholders.
• Resignations and Appointments:
  • Glenn Kumoi: Resigned as President, CEO, and CFO; remains as a Director and Interim Corporate Secretary.
  • Jonathan Awde: Appointed Executive Chair.
  • Jason Kosec: Appointed President and CEO.
  • Jon Case: Appointed CFO.
  • Eric Tremblay: Appointed COO.
  • Robert Quartermain: Appointed Lead Director.
• Board Committee Formation:
  • Audit Committee: Chair: Robert Quartermain (interim); Members: Audra Walsh, Richard Silas.
  • Compensation Committee: Chair: Robert Quartermain; Members: Audra Walsh, Glenn Kumoi.
  • ESG, Health, Safety and Technical Committee: Chair: Audra Walsh; Members: Robert Quartermain, Jason Kosec.
  • The existing Compensation, Nominating and Governance Committee was renamed the Compensation Committee.
• Hemlo Mine Acquisition Update:
  • Target: 100% interest in the Hemlo gold mine in Ontario, Canada.
  • Seller: Wholly owned subsidiaries of Barrick Mining Corp.
  • Consideration:
    • $875 million in cash.
    • 34.6 million common shares payable at closing.
    • Up to $165 million in additional contingent cash payments tied to gold price thresholds.
  • Timeline: Closing anticipated in the fourth quarter of 2025.
  • Conditions: Subject to regulatory and third-party consents, including TSX Venture Exchange approval, and customary closing conditions.

Notable Quotes

• Jason Kosec, Incoming President and CEO: "We thank Glenn for his contribution to the company in his previous roles and look forward to him continuing in his role as a director of the company. We are excited with the highly experienced management team the company is building and look forward to completing the acquisition of the Hemlo mine and establishing of a leading, growth-focused Canadian gold business."