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 September 15, 2022 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 60,059,026 shares (65.69% of the 91,422,569 issued and outstanding shares of the Company entitled to vote as of the July 19, 2022 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 52,854,781 (99.41%) 313,774 (0.59%) Fabrice Helliker 52,862,225 (99.42%) 306,330 (0.58%) Maurice Loverso 52,853,095 (99.41%) 315,460 (0.59%) Rowland Perkins 52,855,999 (99.41%) 312,556 (0.59%) Tom Perovic 52,943,471 (99.58%) 225,084 (0.42%) Ron Wages 52,840,713 (99.38%) 327,842 (0.62%)

There were 6,890,471 broker non-votes with respect to the election of directors. Votes that were withheld and broker non-votes were counted for the purposes of determining the presence or absence of a quorum but had not other effect on the election of directors.

Agenda Item 2. To ratify the appointment of Davidson & Company LLP, Chartered Professional Accountants, as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022. The votes cast for or against this agenda item, and the number of abstentions, were as follows:



        For             Against        Abstain

59,902,003 (99.74%) 102,109 (0.17%) 54,914 (0.09%)

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 adoption of the Company's Omnibus Equity Incentive Compensation Plan. The votes cast for or against this agenda item, and the number of abstentions, were as follows:



        For             Against         Abstain

52,069,682 (97.93%) 367,182 (0.69%) 731,691 (1.38%)

There were 6,890,471 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.

Agenda Item 4 To approve, on a non-binding advisory basis, the compensation of the Company's named executive officers. The votes cast for or against this agenda item, and the number of abstentions, were as follows:



For                 Against         Abstain

52,295,899 (98.36%) 137,447 (0.26%) 735,209 (1.38%)

There were 6,890,471 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 September 15, 2022 the Company issued a news release to announce the results of the 2022 Annual General Meeting ("AGM"). The AGM was held on September 15, 2022 in Vancouver, British Columbia. All resolutions put forward at the meeting were approved by shareholders. A total of 60,059,026 common shares, representing 65.69% 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.



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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         52,854,781     (99.41%)        313,774            (0.59%)
Anton J.
Drescher
Election of         52,862,225     (99.42%)        306,330            (0.58%)
Fabrice Helliker
Election of         52,853,095     (99.41%)        315,460            (0.59%)
Maurice Loverso
Election of         52,855,999     (99.41%)        312,556            (0.59%)
Rowland Perkins
Election of Tom     52,943,471     (99.58%)        225,084            (0.42%)
Perovic
Election of Ron     52,840,713     (99.38%)        327,842            (0.62%)
Wages
Appointment of      59,902,003     (99.74%)        157,023            (0.17%)
KWCO, PC as
Auditor
Omnibus Plan        52,069,682     (97.93%)       1,098,873           (1.20%)
Executive           52,295,899     (96.36%)        872,656            (0.95%)
Compensation

Note: Routine US broker-vote shares voted without beneficial owner instructions are only eligible to vote for the appointment of auditors. Accordingly, 6,890,471 common shares were represented by proxy, but not voted.

By a resolution unanimously passed, Davidson & Company LLP, Chartered Professional Accountants, were appointed as the auditors for the Company for the fiscal year ending December 31, 2022 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 Company's Omnibus Equity Incentive Compensation Plan.

By a resolution, the shareholders unanimously passed, on an advisory basis, the compensation of the Named Executive Officers.

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.



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Item 8.01 Other Events

On September 15, 2022, the Company's Board of Directors convened a meeting immediately following the AGM and reappointed the following officers:

Roland Perkins President and Chief Executive Officer;

Anton J. Drescher Corporate Secretary and Chief Financial Officer.

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