Gran Colombia Announces Voting Results of the Annual General and Special Meeting of Shareholders Held Today; Shareholders App...
28 Mai 2021 - 12:45AM
Gran Colombia Gold Corp.’s (TSX: GCM, OTCQX: TPRFF) Annual General
and Special Meeting of Shareholders was held today. The detailed
results of the votes for each matter to be acted upon are set out
below:
Item |
Description of Matter |
Outcome |
Voted |
Voted (%) |
1. |
Fixing the number of directors at six |
Approved |
24,072,290 For260,970 Against |
98.93%1.07% |
2. |
The election of the following individuals as directors of the
Corporation to hold office until the next annual meeting of the
Corporation or until their successors are appointed or
elected: |
|
|
|
|
Serafino Iacono |
Approved |
21,680,334 For2,652,926 Withheld |
89.10%10.90% |
|
Miguel de la Campa |
Approved |
24,236,886 For96,374 Withheld |
99.60%0.40% |
|
De Lyle Bloomquist |
Approved |
23,049,503 For1,238,757 Withheld |
94.91%5.09% |
|
Hernan Martinez |
Approved |
23,087,723 For1,245,537 Withheld |
94.88%5.12% |
|
Robert Metcalfe |
Approved |
19,365,645 For4,967,615 Withheld |
79.58%20.42% |
|
Jaime Perez Branger |
Approved |
23,087,673 For1,245,587 Withheld |
94.88%5.12% |
3. |
Appointment of KPMG LLP as auditors of the Corporation at a
remuneration to be fixed by the directors |
Approved |
25,843,518 For49,364 Withheld |
99.81%0.19% |
4. |
Approval of a special resolution authorizing amendments to the
Corporation’s Notice of Articles and Articles under the Business
Corporations Act (British Columbia) to: (i) increase the quorum
requirements for future meetings of shareholders of the Corporation
to two persons representing 25% of the issued shares entitled to
vote at the meeting; (ii) increase the quorum requirements for
future meetings of the directors of the Corporation to 50% of the
number of directors; (iii) establish a limit on the maximum number
of preferred shares that the Corporation is authorized to issue;
and (iv) require shareholder approval by way of special resolution
for the creation of any new classes or series of shares, all as
more particularly described in the management information circular
dated April 16, 2021 (the “Circular”) |
Approved |
24,180,795 For152,465 Against |
99.37%0.63% |
5. |
Approval of an ordinary resolution authorizing the issuance of up
to 43,641,774 common shares of the Corporation in connection with
the proposed acquisition by the Corporation of all of the
outstanding common shares of Gold X Mining Corp. (“Gold
X”) not already owned by the Corporation by way of Plan of
Arrangement under the Business Corporations Act (British Columbia)
(the “Arrangement”), including common shares of
the Corporation issuable upon the exercise of warrants of Gold X
following the effective date of the Arrangement, in accordance with
the terms and subject to the conditions of the arrangement
agreement dated March 14, 2021 between the Corporation and Gold X,
all as more particularly described in the Circular |
Approved |
24,097,231 For236,029 Against |
99.03%0.97% |
|
|
|
|
|
Update on Gold X Acquisition
Gran Colombia is also pleased to announce that,
earlier today, the shareholders of both the Company and Gold X
approved the proposed Arrangement under which the Company will
acquire all of the issued and outstanding common shares of Gold X
not already owned by the Company in exchange for Gran Colombia
common shares on the basis of 0.6948 of a Gran Colombia share for
each Gold X share.
Gold X expects to apply for a final order of the
Supreme Court of British Columbia approving the Arrangement on or
about June 1, 2021 (the “Final Order”). Subject to
receipt of the Final Order, as well as the satisfaction or waiver
of other customary closing conditions, Gold X and the Company
expect that the Arrangement will become effective at 12:01 a.m. on
June 4, 2021.
About Gran Colombia Gold Corp.
Gran Colombia is a Canadian-based mid-tier gold
producer with its primary focus in Colombia where it is currently
the largest underground gold and silver producer with several mines
in operation at its high-grade Segovia Operations. Gran Colombia’s
portfolio includes equity positions in several listed companies
advancing gold and silver projects including a 44.3% equity
interest in Aris Gold Corporation (TSX: ARIS) (Colombia – Marmato;
Canada – Juby), a 17.8% equity interest in Gold X Mining Corp.
(TSX-V: GLDX) (Guyana – Toroparu), a 27.3% equity interest in
Denarius Silver Corp. (TSX-V: DSLV) (Spain – Lomero; Colombia –
Guia Antigua and Zancudo) and a 25.8% equity interest in Western
Atlas Resources Inc. (TSX-V: WA) (Nunavut – Meadowbank).
Additional information on Gran Colombia can be
found on its website at www.grancolombiagold.com and by reviewing
its profile on SEDAR at www.sedar.com.
For Further Information, Contact:Mike
DaviesChief Financial Officer(416)
360-4653investorrelations@grancolombiagold.com
Cautionary Statement on Forward-Looking
Information:
Certain of the information contained in this
news release constitutes 'forward-looking information within the
meaning of securities laws. Such forward-looking statements,
including but not limited to statements relating to
anticipated timing of the hearing of the application for the Final
Order and the anticipated timing of completion of the
Arrangement, involve numerous assumptions, including
assumptions concerning the receipt, in a timely manner of the Final
Order and the satisfaction of the other closing conditions to the
Arrangement. Management believes that the expectations reflected in
the forward-looking statements are based upon reasonable
assumptions; however such forward-looking statements are also
subject to various known and unknown risks, uncertainties and other
factors which may cause the actual results or events to be
materially different from those expressed or implied by such
forward-looking statements. Such risks, uncertainties and other
factors include, among others, withdrawal or modification of
previously obtained regulatory or other third party consents,
material adverse effects on the business, properties and assets of
Gold X and/or Gran Colombia and the ability to obtain, in a timely
manner, or at all, the Final Order. Although Gran Colombia has
attempted to identify important factors that could cause actual
results or events to differ materially from those contained in
forward-looking statements, there may be other factors that cause
results not to be as anticipated, estimated or intended. There can
be no assurance that such statements will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on forward-looking statements. Gran Colombia
does not undertake to update any forward-looking statements, except
in accordance with applicable securities laws.
None of the securities to be issued pursuant to
the Arrangement have been or will be registered under the United
States Securities Act of 1933, as amended (the "U.S.
Securities Act"), or any state securities laws, and any
securities issuable in the transaction are anticipated to be issued
in reliance upon available exemptions from such registration
requirements pursuant to Section 3(a)(10) of the U.S. Securities
Act and applicable exemptions under state securities laws. This
press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities.
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