Euro Manganese : Announces Results of Special Meeting
December 10, 2020 at 05:00 pm EST
Share
VANCOUVER, British Columbia, Dec. 10, 2020 (GLOBE NEWSWIRE) -- Euro Manganese Inc. (TSX-V/ASX: EMN) (the "Company" or "EMN") is pleased to announce that, at a Special Meeting of shareholders (the "Meeting") held on December 10, 2020, shareholders have approved each of the following resolutions:
a)
for the purpose of Listing Rule 7.4 of the Australian Stock Exchange ("ASX"), the issuance of common shares of the Company ("Shares") and CHESS Depositary Interests ("CDIs", with each CDI representing one Share) to non-related parties of the Company, as part of the closing of the first tranche of a private placement (the "Tranche 1 Placement") offering of the Company announced on October 21, 2020 (the "Offering");
b)
for the purpose of Listing Rule 7.1 of the ASX, the issuance of Shares and CDIs to certain sophisticated and professional investors that are not related parties of the Company, as part of the closing of the second tranche of the Offering (the "Tranche 2 Placement");
c)
for the purposes of Listing Rules 10.11 and 10.11.1 of the ASX, the issuance of Shares and CDIs to related parties of the Company under the Tranche 2 Placement; and
d)
for the purpose of Listing Rule 7.1 of the ASX, the issuance of 6,000,000 broker warrants (the "Broker Warrrants") to Canaccord Genuity (Australia) Limited ("Canaccord"), in connection with Canaccord's remuneration for acting as lead manager of the Offering.
In accordance with Listing Rule 3.13.2(d) of the ASX, detailed results of the voting from the Meeting, all of which were carried out and decided by ballot, are set out below.
Total Votes
Votes For
% For
Votes Against
% Against
Votes Withheld /Abstained
Resolution 1 – Ratification and approval of issuance of 716,384 Shares and 31,183,616 CDIs under the Tranche 1 Placement
105,399,634
77,718,169
73.737
288,000
0.273
27,393,465
Resolution 2 – Approval of issuance of 1,022,230 Shares and 26,883,138 CDIs under the Tranche 2 Placement
104,510,081
76,810,855
73.496
352,488
0.337
27,346,738
Resolution 3 (a) – Approval of subscription by Marco Antonio Romero of 142,000 Shares under the Tranche 2 Placement
96,305,266
94,143,521
97.755
2,006,137
2.083
155,608
Resolution 3 (b) – Approval of subscription by JJW Investments Ltd. of 52,632 Shares under the Tranche 2 Placement
106,238,548
104,016,357
97.908
2,055,643
1.935
166,548
Resolution 4 – Approval of issuance of 6,000,000 Broker Warrants to Canaccord
107,365,811
104,968,999
97.768
2,159,680
2.012
233,132
The Company disregarded the following votes, from the applicable resolutions, as required by Listing Rule 14.11 of the ASX:
a)
votes cast by any person (or any associates of such person) who participated in the Tranche 1 Placement from Resolution 1;
b)
votes cast by any person (or any associates of such person) who is expected to participate in, or who will obtain a material benefit as a result of, the proposed share issuance under the Tranche 2 Placement (except a benefit solely by reason of being a holder of Shares) from Resolution 2; and
c)
votes cast by: (i) a director of the Company who is receiving the Shares pursuant to Resolutions 3(a) and 3(b) and any entities controlled by a director of the Company referred to in (i), or any associates of a director referred to in (i); and (ii) by Canaccord Genuity (Australia) Limited who will be receiving Broker Warrants pursuant to Resolution 4.
Accordingly, the following voting exclusions applied to each of the resolutions below as required by the rules of the ASX:
Resolution 1: Total votes for Resolution 1 exclude 1,966,177 votes cast by parties participating in the Tranche 1 Placement, which when excluded, results in a total of 105,399,634 Shares being voted in connection with Resolution 1.
Resolution 2: Total votes for Resolution 2 exclude 2,855,730 votes cast by parties participating in the Tranche 2 Placement, which when excluded, results in a total of 104,510,081 Shares being voted in connection with Resolution 2.
Resolution 3(a): Total votes for Resolution 3(a) exclude 11,060,545 votes cast by Marco Antonio Romero (and entities controlled by him) who subscribed for Shares in the Tranche 2 Placement, which when excluded, results in a total of 96,305,266 Shares being voted in connection with Resolution 3(a).
Resolution 3(b): Total votes for Resolution 3(b) exclude 1,127,263 votes cast by John Webster (and entities controlled by him) who subscribed for Shares in the Tranche 2 Placement, which when excluded, results in a total of 106,238,548 Shares being voted in connection with Resolution 3(b).
Resolution 4: Total votes for Resolution 4 exclude nil votes cast by Canaccord which is to be issued Broker Warrants, which when excluded, results in a total of 107,365,811 Shares being voted in connection with Resolution 4.
In accordance with ASX Listing Rule 3.13.2(e), the following information is being provided for the aggregate number of securities for which valid proxies were received before the Meeting:
Total Votes
Votes For
% For
Votes Against
% Against
Votes Withheld /Abstained
Resolution 1 – Ratification and approval of issuance of 716,384 Shares and 31,183,616 CDIs under the Tranche 1 Placement (1)
105,399,634
77,718,169
73.737
288,000
0.273
27,393,465
Resolution 2 – Approval of issuance of 1,022,230 Shares and 26,883,138 CDIs under the Tranche 2 Placement (2)
104,510,081
76,810,855
73.496
352,488
0.337
27,346,738
Resolution 3 (a) –Approval of subscription by Marco Antonio Romero of 142,000 Shares under theTranche 2 Placement (3)
96,305,266
94,143,521
97.755
2,006,137
2.083
155,608
Resolution 3 (b) – Approval of subscription by JJW Investments Ltd. of 52,632 Shares under the Tranche 2 Placement (4)
106,238,548
104,016,357
97.908
2,055,643
1.935
166,548
Resolution 4 – Approval of issuance of 6,000,000 Broker Warrants to Canaccord (5)
107,365,811
104,968,999
97.768
2,159,680
2.012
233,132
1) Excludes 1,966,177 votes cast by parties participating in the Tranche 1 Placement.
2) Excludes 2,855,730 votes cast by parties participating in the Tranche 2 Placement.
3) Excludes 11,060,545 votes cast by Marco Antonio Romero (and entities controlled by him) who subscribed for Shares in the Tranche 2 Placement.
4) Excludes 1,127,263 votes cast by John Webster (and entities controlled by him) who subscribed for Shares in the Tranche 2 Placement.
5) Excludes nil votes cast by Canaccord (and directors and associates of Canaccord) which is to be issued Broker Warrants.
None of the Company appointed proxy holders were able to vote on any of the resolutions in their discretion.
The results of all matters considered at the Meeting are reported in the Report of Voting Results as filed by the Company on SEDAR at www.sedar.com.
About Euro Manganese Inc.
Euro Manganese Inc. is a Canadian waste recycling company, whose principal focus is advancing the evaluation and development of the Chvaletice Manganese Project, in which it holds a 100% interest. The proposed Project entails re-processing a significant manganese deposit hosted in historic mine tailings, strategically located in the Czech Republic. EMN’s goal is to become a leading, competitive and environmentally superior primary producer of Ultra-High-Purity Manganese Products in the heart of Europe, serving both the lithium-ion battery industry, as well as producers of specialty steel and aluminum alloys.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange), or the ASX accepts responsibility for the adequacy or accuracy of this release.
This announcement was authorized for release by the President and CEO of Euro Manganese Inc.
Contact:
Euro Manganese Inc.
Marco A. Romero
Fausto Taddei
President & CEO
Vice President, Corporate Development
+604-681-1010 ext. 101
& Corporate Secretary
+604-681-1010 ext. 105
E-mail: info@mn25.ca Website: www.mn25.ca
Company Address: 1500 – 1040 West Georgia Street, Vancouver, British Columbia, Canada, V6E 4H8
Euro Manganese Inc. is a Canada-based battery materials company. The Company is engaged in advancing development of the Chvaletice Project in the Czech Republic and exploring an opportunity to produce battery-grade manganese products in Becancour, Quebec. The Company is focused on the development of the Chvaletice deposit, which involves the re-processing of a readily leachable manganese deposit hosted in the tailings of a decommissioned mine in the Czech Republic (the Chvaletice Manganese Project), for the production of high-purity electrolytic manganese metal (HPEMM) and high-purity manganese sulphate monohydrate (HPMSM) and other manganese products, principally for use in lithium-ion batteries. The Company holds two exploration licenses for the Chvaletice Manganese Project, which is located approximately 90 km east of Prague in the Czech Republic.