Torex Gold Resources Inc. (the “Company” or “Torex”) (TSX: TXG)
announces the appointment of Fred Stanford as Executive Chair, Rick
Howes as Lead Independent Director, and Jody Kuzenko as President
& Chief Executive Officer of the Company following the
Company’s 2020 annual and special meeting of shareholders (the
“
Meeting”) held virtually today. The results of
the Meeting are set out below.
The Meeting also marked the retirement of Terry
MacGibbon as founding Chairman of the Board, as well as Jim Crombie
and Bill Shaver as directors.
Fred Stanford, Executive Chair of Torex,
stated:
“On this significant day in the history of
Torex, I want to express my utmost gratitude to our three retiring
directors Bill, Jim and Terry, whose contributions over the years
have set a solid foundation for the future direction and success of
the Company. I especially want to acknowledge our founding Chairman
Terry MacGibbon, who more than a decade ago had the courage and
foresight to believe we could build something very special in
Mexico — something that today continues to return significant value
not only to shareholders, but to our surrounding communities and
society.”
Jody Kuzenko, President & Chief Executive
Officer (CEO) of the Company, stated:
“I am honoured and humbled to step into the
position of CEO, a position that Fred held brilliantly over the
past decade as he built the Company from the ground up. With a
world-class team in place, Torex will continue to not only deliver
operational excellence, but poise itself for continued growth and
value generation as a respected and responsible gold company.”
Item 1. Election of Directors
At the Meeting, all director nominees listed in
the Company’s management information circular (the
“Circular”) dated May 5, 2020, were
elected as directors of the Company. The detailed results of the
vote by ballot are as follows:
Director |
Vote Type |
Number of Votes |
Percentage of Votes |
Frederick M. Stanford |
For |
64,023,178 |
98.60 |
Withheld |
910,785 |
1.40 |
Andrew B. Adams |
For |
52,280,881 |
80.51 |
Withheld |
12,653,082 |
19.49 |
Robin A. Bienenstock |
For |
64,741,313 |
99.70 |
Withheld |
192,650 |
0.30 |
Franklin L. Davis |
For |
52,597,039 |
81.00 |
Withheld |
12,336,924 |
19.00 |
David A. Fennell |
For |
41,152,828 |
63.38 |
Withheld |
23,781,135 |
36.62 |
Richard A. Howes |
For |
64,754,200 |
99.72 |
Withheld |
179,763 |
0.28 |
Michael D. Murphy |
For |
43,691,720 |
67.29 |
Withheld |
21,242,243 |
32.71 |
Roy S. Slack |
For |
64,756,495 |
99.73 |
Withheld |
177,468 |
0.27 |
Elizabeth A. Wademan |
For |
64,569,757 |
99.44 |
Withheld |
364,206 |
0.56 |
Jody L.M. Kuzenko |
For |
64,745,157 |
99.71 |
Withheld |
188,806 |
0.29 |
Item 2. Appointment of Auditor
On a vote by ballot, KPMG LLP, Chartered Public
Accountants, were re-appointed as auditors of the Company.
Votes For |
% Votes For |
Votes Withheld |
% Votes Withheld |
68,501,712 |
99.83 |
114,199 |
0.17 |
Item 3. Approval of Amendments to By-Law No.
1
On a vote by ballot, a resolution was passed
whereby By-Law No. 1 of the Company was amended to increase the
quorum required at each meeting of shareholders as described in the
Circular.
Votes For |
% Votes For |
Votes Against |
% Votes Against |
64,868,184 |
99.90 |
65,779 |
0.10 |
Item 4. Approval of Amendments to By-Law No.
2
On a vote by ballot, a resolution was passed
whereby By-Law No. 2 of the Company was amended with respect to
advance notice of nomination of directors, bringing the Company’s
advance notice provisions in line with institutional investor
guidelines and corporate best practices as described in the
Circular.
Votes For |
% Votes For |
Votes Against |
% Votes Against |
44,185,447 |
68.05 |
20,748,517 |
31.95 |
Item 5. Approval of Reconfirmation and Amendment
of Shareholder Rights Plan
On a vote by ballot, a resolution was passed
whereby the shareholders rights plan of the Company was amended and
reconfirmed as described in the Circular.
Votes For |
% Votes For |
Votes Against |
% Votes Against |
63,268,987 |
97.44 |
1,664,978 |
2.56 |
Item 6. Executive Compensation
On a vote by ballot, a non-binding advisory
resolution was passed accepting the approach to executive
compensation disclosed in the Circular and delivered in advance of
the Meeting.
Votes For |
% Votes For |
Votes Against |
% Votes Against |
62,865,002 |
96.81 |
2,068,963 |
3.19 |
The formal report on voting results with respect
to all maters voted upon at the Meeting will be filed on SEDAR at
www.sedar.com.
About Torex Gold Resources
Inc.Torex is an intermediate gold producer based in
Canada, engaged in the exploration, development, and operation of
its 100% owned Morelos Gold Property, an area of 29,000 hectares in
the highly prospective Guerrero Gold Belt located 180 kilometres
southwest of Mexico City. The Company’s principal assets are the El
Limón Guajes mining complex (“ELG” or the “ELG Mine Complex”),
comprising the El Limón, Guajes and El Limón Sur open pits, the El
Limón Guajes underground mine including zones referred to as
Sub-Sill and ELD, and the processing plant and related
infrastructure, which commenced commercial production as of April
1, 2016, and the Media Luna deposit, which is an early stage
development project, and for which the Company issued an updated
preliminary economic assessment in September 2018 (the “Technical
Report”). The property remains 75% unexplored.
For further information, please contact:
TOREX GOLD RESOURCES INC. |
|
Jody Kuzenko President and CEO Direct: (647) 725-9982 Email:
jody.kuzenko@torexgold.com |
Dan Rollins Vice President, Corporate Development & Investor
Relations Direct: (647) 260-1503 Email:
dan.rollins@torexgold.com |
CAUTIONARY NOTES ON FORWARD-LOOKING
INFORMATION
This press release contains "forward-looking
statements" and "forward-looking information" within the meaning of
applicable Canadian securities legislation. Notwithstanding the
Company's efforts, there can be no guarantee that the Company will
not face unforeseen delays or disruptions of its operations
including without limitation, delays caused by blockades limiting
access to the ELG Mine Complex and the Media Luna Project or by
blockades or trespassers impacting the Company’s ability to
operate. Forward-looking information also includes, but is not
limited to a solid foundation has been set for the future direction
and success of the Company, the Company has built something that
today continues to return significant value not only to
shareholders, but to our surrounding communities and society, and
Torex will continue to not only deliver operational excellence, but
poise itself for continued growth and value generation as a
respected and responsible gold company. Generally, forward-looking
information can be identified by the use of forward-looking
terminology such as "plans", "expects", "believes", “future” or
variations of such words and phrases or state that certain actions,
events or results “can”, "may", "could", "would", "might", “on
track”, "be achieved", or “to deliver”. Forward-looking information
is subject to known and unknown risks, uncertainties and other
factors that may cause the actual results, level of activity,
performance or achievements of the Company to be materially
different from those expressed or implied by such forward-looking
information, including, without limitation, those risk factors
identified in the Technical Report and the Company’s annual
information form and management’s discussion and analysis.
Forward-looking information is based on the assumptions discussed
in the Technical Report and such other reasonable assumptions,
estimates, analysis and opinions of management made in light of its
experience and perception of trends, current conditions and
expected developments, and other factors that management believes
are relevant and reasonable in the circumstances at the date such
statements are made. Although the Company has attempted to identify
important factors that could cause actual results to differ
materially from those contained in the forward-looking information,
there may be other factors that cause results not to be as
anticipated. There can be no assurance that such information will
prove to be accurate, as actual results and future events could
differ materially from those anticipated in such information.
Accordingly, readers should not place undue reliance on
forward-looking information. The Company does not undertake to
update any forward-looking information, whether as a result of new
information or future events or otherwise, except as may be
required by applicable securities laws.
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