TORONTO, Oct. 02, 2017 (GLOBE NEWSWIRE) — Silvermet Inc. (“Silvermet” or the “Company”) (TSXV:SYI) is pleased to announce the results of its Annual & Special Meeting of Shareholders (the “Meeting”) held on September 29, 2017.
The Meeting was very well attended with over 50 people in attendance and 75% of issued and outstanding common shares represented in person or by proxy at the Meeting.
The principal business of the Meeting was to seek disinterested shareholder approval for the proposed business combination transaction (the “Transaction”) between the Company and Global Atomic Fuels Corporation (“GlobalAtomic”) through the acquisition by the Company of all of the outstanding common shares of Global Atomic by way of a “three-cornered amalgamation” to create a cash-flowing zinc producer and world class uranium development company to be named Global Atomic Corporation. Approval was also sought for a proposed share consolidation and to rename the Company, Global Atomic Corporation, in each case to be completed concurrently with the Transaction. Further, in addition to electing directors to take office immediately after the Meeting, shareholders were asked to elect an alternate slate of directors to take office on completion of the Transaction.
Results of Meeting
Transaction – Share Consolidation – Name Change
The Transaction was approved by a vote of 49,708,977 (56%) for to 39,503,000 (44%) against, which results do not include an aggregate of 16,896,500 votes attached to shares held by certain Directors and Officers of Silvermet who were not entitled to vote on the Transaction. The consolidation of Silvermet common shares on the basis of 1 new share for every 2.75 shares held was approved by a vote of 80,194,477 (76%) to 25,914,000 (24%). The change in the name of Silvermet to Global Atomic Corporation was approved by a vote of 79,415,977 (75%) to 26,692,500 (25%). The implementation of the consolidation and name change are conditional on the completion of the Transaction.
Board of Directors
At the Meeting, shareholders elected Stephen G. Roman, Rein A. Lehari, Derek C. Rance, Douglas Scharf, Keith Spurr, Richard R. Faucher and Asier Zarraonandia Ayo to serve as Directors of Silvermet and to take office immediately following the Meeting. The table below sets out the voting results.
|Director||Votes For||Votes Withheld|
|Stephen G. Roman||82,765,477 (78.0%)||23,343,000 (22.0%)|
|Rein A. Lehari||68,615,645 (64.67%)||37,492,832 (35.33%)|
|Derek C. Rance||68,615,645 (64.67%)||37,492,832 (35.33%)|
|Douglas Scharf||68,615,645 (64.91%)||37,092,832 (35.09%)|
|Keith Spurr||82,524,477 (77.77%)||23,584,000 (22.23%)|
|Terence Ortslan||68,570,645 (64.62%)||37,537,832 (35.38%)|
|Richard R. Faucher||68,265,645 (64.34%)||37,842,832 (35.66%)|
|Asier Zarraonandia Ayo||68,615,645 (64.67%)||37,492,832 (35.33%)|
At the Meeting and in order to give effect to the terms of the Transaction, Shareholders also elected an alternative slate of directors to replace the foregoing Board of Directors and take office on completion of the Transaction. The alternative slate of directors is comprised of Stephen G. Roman, Derek C. Rance, Douglas Scharf, George A. Flach, Richard R. Faucher and Paul Cronin. The table below sets out the voting results.
|Director||Votes For||Votes Withheld|
|Stephen G. Roman||53,036,645 (57.41%)||39,343,000 (42.59%)|
|Derek C. Rance||52,615,645 (56.96%)||39,764,000 (43.04%)|
|Douglas Scharf||52,615,645 (56.96%)||39,764,000 (43.04%)|
|George A. Flach||53,015,645 (57.39%)||39,364,000 (42.61%)|
|Richard R. Faucher||52,265,645 (56.58%)||40,114,000 (43.42%)|
|Paul Cronin||52,615,645 (56.96%)||39,764,000 (43.04%)|
Shareholders also approved the re-appointment of Price Waterhouse Coopers LLP, Chartered Professional Accountants as auditors of the Company and the renewal of the Company’s rolling stock option plan.
The completion of the Transaction is subject to the approval of the TSX Venture Exchange.
For further information, please contact:
Stephen G. Roman
Chairman, President & CEO
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT AUTHORIZED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
“Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.”
Caution concerning forward-looking statements: The information in this release may contain forward-looking information under applicable securities laws. Forward-looking statements in this news release include, but are not limited to, information relating to the timing and completion of a transaction involving Silvermet. This forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those implied by the forward-looking information. Factors that may cause actual results to vary include, but are not limited to, inaccurate assumptions concerning the exploration for and development of mineral deposits, political instability, currency fluctuations, unanticipated operational or technical difficulties, changes in laws or regulations, the risks of obtaining necessary licenses and permits, changes in general economic conditions or conditions in the financial markets and the inability to raise additional financing. In particular, there can be no assurance that a transaction will be completed on terms satisfactory to Silvermet, if at all. Readers are cautioned not to place undue reliance on this forward-looking information. Silvermet does not assume the obligation to revise or update his forward-looking information after the date of this release or to revise such information to reflect the occurrence of future unanticipated events except as may be required under applicable securities laws. The information in this news release includes the following non-IFRS financial measure: EBITDA. These financial measures does not have any standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other issuers.
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