Carcetti Announces Results of Annual General and Special Meeting, Appointment of Officers and Establishment of Board Committees

Executive Summary

• Carcetti Capital Corp. held its annual general and special meeting, approving all shareholder resolutions and appointing a new executive team, including Jason Kosec as President & CEO.
• The Board approved the amalgamation with 17276583 Canada Ltd., adoption of a new Omnibus Equity Incentive Plan, and formation of several board committees (Audit, Compensation, ESG/Health/Safety/Technical).
• An update on the definitive agreement to acquire 100% of the Hemlo Gold Mine was provided; closing is expected in Q4 2025 pending regulatory approvals.

Key Details

• Shareholder Participation: 19,868,654 common shares (≈77% of outstanding) voted either in person or by proxy.
• Resignations & Appointments:
• Glenn Kumoi resigned as President, CEO, and CFO; will remain a director and interim Corporate Secretary.
• New appointments: Jason Kosec – President & CEO; Jon Case – CFO; Eric Tremblay – COO; Jonathan Awde – Executive Chair; Robert Quartermain – Lead Director.
• Board Committee Changes:
• Audit Committee members: Robert Quartermain (interim Chair), Audra Walsh, Richard Silas.
• Compensation Committee members: Robert Quartermain (Chair), Audra Walsh, Glenn Kumoi.
• ESG/Health/Safety/Technical Committee members: Audra Walsh (Chair), Robert Quartermain, Jason Kosec.
• Corporate Actions Approved:
• Reappointment of Davidson & Company LLP as auditor (99.99% vote).
• Fixing the number of directors at six (99.99%).
• Election of six directors for the ensuing year (99.99%).
• Amalgamation with 17276583 Canada Ltd. (99.99%).
• Adoption of a new Omnibus Equity Incentive Plan (99.99%).
• Hemlo Gold Mine Acquisition Update:
• Definitive agreement to acquire 100% of Hemlo Gold Mine for $875 million cash + 34.6 million Carcetti common shares, plus up to $165 million contingent cash payments tied to gold‑price thresholds.
• Closing anticipated in Q4 2025, subject to TSX Venture Exchange approval and other customary closing conditions.

Notable Quotes

• Jason Kosec (incoming President & 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 a leading, growth‑focused Canadian gold business.”