Item 5.07. Submission of Matters to a Vote of Security Holders

Results of the Annual General Meeting

An Annual General Meeting of Shareholders (the "AGM") of the Company was held on October 15, 2021 to approve the agenda items described below.

Proxies for the AGM were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Company's solicitation.

A total of 58,521,542 shares (64.01%) of the 91,422,569 issued and outstanding shares of the Company's common stock entitled to vote as of August 18, 2021, the record date for the AGM) were present in person or by proxy, constituted a quorum for the transaction of business and were voted at the AGM. The agenda items submitted at the AGM were passed as described below. Percentages indicated below reflect the percentage of the total number of shares voted at the AGM with respect to that agenda item.

Agenda Item 1. To elect six directors:



     Nominee             For          Withheld
Anton J. Drescher 51,441,365 98.57% 748,250 1.43%
Fabrice Helliker  51,449,376 98.58% 740,239 1.42%
Maurice Loverso   51,459,450 98.60% 730,165 1.40%
Rowland Perkins   51,458,875 98.60% 730,740 1.40%
Tom Perovic       51,683,147 99.03% 506,468 0.97%
Ron Wages         51,445,130 98.57% 744,485 1.43%

There were 6,331,927 broker non-votes with respect to this agenda item. Votes that were withheld and broker non-votes were counted for the purposes of determining the presence or absence of a quorum but had no other effect on the election of directors.

Agenda Item 2. To ratify the appointment of KWCO, PC, Chartered Professional Accountants, as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021. The votes cast for or against this agenda item, and the number of abstentions, were as follows:



       For          Against       Abstain
58,322,937 99.66% 60,539 0.10% 138,066 0.24%

There were no broker non-votes with respect to this agenda item. Abstentions were counted for purposes of determining the presence or absence of a quorum, and abstentions were deemed to be "votes cast" and had the same effect as a vote against this agenda item.



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Agenda Item 3. To approve the continuation of the Company's 2020 Incentive Stock Option Plan. The votes cast for or against this agenda item, and the number of abstentions, were as follows:



       For           Against      Abstain

51,197,790 98.10% 919,096 1.76% 72,729 0.14%

There were 6,331,927 broker non-votes with respect to this agenda item. Broker non-votes and abstentions were counted for purposes of determining the presence or absence of a quorum. Abstentions were deemed to be "votes cast" and had the same effect as a vote against this agenda item. Broker non-votes were not deemed to be "votes cast", and therefore had no effect on the vote with respect to this proposal.

Item 7.01 Regulation FD Disclosure

On October 18, 2021, the Company issued a news release to announce the results of the 2021 Annual General Meeting ("AGM"). The AGM was held on October 15, 2021 in Vancouver, British Columbia. All resolutions put forward at the meeting were approved by shareholders. A total of 58,521,542 common shares, representing 64.01% of the votes attached to all outstanding shares as at the record date of the meeting, were represented at the AGM. The following individuals were elected, by ballot, as directors of the Company: Anton J. Drescher, Fabrice Helliker, Maurice Loverso, Rowland Perkins, Tom Perovic, and Ron Wages.



The detailed results of voting by ballot in respect of the election of directors
were as follows:

                                               Votes Against or  Votes Against or
                    Votes For      Votes For   Withheld/Abstain  Withheld/Abstain
                       (#)            (%)            (#)                (%)
Election of         51,441,365     (98.57%)        748,250            (1.43%)
Anton J.
Drescher
Election of         51,449,376     (98.58%)        740,239            (1.42%)
Fabrice Helliker
Election of         51,459,450     (98.60%)        730,165            (1.40%)
Maurice Loverso
Election of         51,458,875     (98.60%)        730,740            (1.40%)
Rowland Perkins
Election of Tom     51,683,147     (99.03%)       51,683,147          (0.97%)
Perovic
Election of Ron     51,445,130     (98.57%)        744,485            (1.43%)
Wages
Appointment of      58,322,937     (99.66%)        198.605            (0.22%)
KWCO, PC as
Auditor
Stock Option        51,197,790     (98.10%)        991,825            (1.08%)
Plan

Note: Routine US broker-vote shares voted without beneficial owner instructions are only eligible to vote for the appointment of auditors. Accordingly, 6,331,927 common shares were represented by proxy, but not voted.



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By a resolution unanimously passed, KWCO, PC, Chartered Professional Accountants, were appointed as the auditors for the Company for the fiscal year ending December 31, 2021 and, in accordance with the Articles of the Company, the directors were authorized to fix the auditors remuneration.

By a resolution, the shareholders unanimously ratified and approved the continuation of the Company's 2020 Stock Option Plan.

The detailed "Report of Voting Results" on all resolutions for the Company's AGM is available on the Company's website, in the Company's Current Report on Form 8-K as filed with the United States Securities and Exchange Commission available under the Company's profile on EDGAR or upon request by contacting the Company's Corporate Secretary at (604) 685-1017.

A copy of the news release is attached as Exhibit 99.1 hereto.




Item 8.01 Other Events

On October 18, 2021, the Company's Board of Directors convened a meeting immediately following the AGM and reappointed the following officers:

Roland Perkins      President and Interim Chief Executive Officer;

  Anton J. Drescher   Corporate Secretary and Chief Financial Officer.

Item 9.01 Financial Statements and Exhibits



(d)       Exhibits



Exhibit   Description

 99.1       News Release dated October 18, 2021.

  104     Cover Page Interactive Data File (embedded within the Inline XBRL document)

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