Euro Manganese Announces Results of Special Meeting
VANCOUVER, May 05, 2021 - 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 May 5, 2021, shareholders have approved each of the following resolutions:
a) for the purpose of Listing Rule 7.4 of the Australian Stock Exchange ("ASX"), the ratification of the issuance of 41,666,666 CHESS Depositary Interests ("CDIs", with each CDI representing one common share) as part of the closing of the first tranche of a private placement (the "Tranche 1 Placement") of the Company announced on March 22, 2021 (the "Offering");
b) for the purpose of Listing Rule 7.1 of the ASX, the issuance of 8,333,334 CDIs to certain sophisticated and professional investors as part of the closing of the second tranche of the Offering (the "Tranche 2 Placement"); and
c) for the purpose of Listing Rule 7.1 of the ASX, the issuance of 2,500,000 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 41,666,666 CDIs under the Tranche 1 Placement | 79,421,536 | 55,965,486 | 70.466 | 398,563 | 0.502 | 23,057,487 |
| Resolution 2 - Approval of issuance of 8,333,334 CDIs under the Tranche 2 Placement | 79,421,536 | 71,952,545 | 90.596 | 409,004 | 0.515 | 7,059,987 |
| Resolution 3 - Approval of issuance of 2,500,000 Broker Warrants to Canaccord | 79,421,536 | 78,461,812 | 98.792 | 657,786 | 0.828 | 301,938 |
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 Canaccord (or any associates of Canaccord) who will be receiving Broker Warrants pursuant to Resolution 3.
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 nil votes cast by parties participating in the Tranche 1 Placement, which when excluded, results in a total of 79,421,536 Shares being voted in connection with Resolution 1.
- Resolution 2: Total votes for Resolution 2 exclude nil votes cast by parties participating in the Tranche 2 Placement, which when excluded, results in a total of 79,421,536 Shares being voted in connection with Resolution 2.
- Resolution 3: Total votes for Resolution 3 exclude nil votes cast by Canaccord which is to be issued Broker Warrants, which when excluded, results in a total of 79,421,536 Shares being voted in connection with Resolution 3.
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 41,666,666 CDIs under the Tranche 1 Placement (1) | 79,421,536 | 55,965,486 | 70.466 | 398,563 | 0.502 | 23,057,487 |
| Resolution 2 - Approval of issuance of 8,333,334 CDIs under the Tranche 2 Placement (2) | 79,421,536 | 71,952,545 | 90.596 | 409,004 | 0.515 | 7,059,987 |
| Resolution 3 - Approval of issuance of 2,500,000 Broker Warrants to Canaccord (3) | 79,421,536 | 78,461,812 | 98.792 | 657,786 | 0.828 | 301,938 |
1) Excludes nil votes cast by parties participating in the Tranche 1 Placement.
2) Excludes nil votes cast by parties participating in the Tranche 2 Placement.
3) 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 battery materials company whose principal focus is advancing the 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 mine tailings from a decommissioned mine, strategically located in the Czech Republic. The Company'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 other high-technology applications.
Authorized for release by the CEO of Euro Manganese Inc.
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.
Contact:
Euro Manganese Inc.
Marco A. Romero
President & CEO
+604-681-1010 ext. 101
Fausto Taddei
Vice President, Corporate Development
& Corporate Secretary
+604-681-1010 ext. 105
Media inquiries:
Ron Shewchuk
Director of Communications
(604) 781-2199
E-mail: info@mn25.ca
Website: www.mn25.ca
Company Address:
#709 -700 West Pender St.
Vancouver, British Columbia, Canada, V6C 1G8
