Mandalay Resources Corporation Announces the Results of its Annual General and Special Meeting of Shareholders
June 18 2019 - 4:30PM
Mandalay Resources Corporation Announces the Results of its Annual
General and Special Meeting of Shareholders
Mandalay Resources Corporation ("Mandalay" or the "Company") (TSX:
MND, OTCQB: MNDJF) is pleased to announce the results of its Annual
General and Special Meeting of Shareholders (the “Meeting”) held
today in Toronto, Ontario. All of the resolutions presented at the
meeting were approved by the shareholders, with the votes cast by
proxy representing 85.61% of the total shares outstanding as of the
proxy cut-off date, May 14, 2019.
Election of Directors
The number of directors was increased to seven
members and each of the seven nominees listed in the Company’s
management information circular dated May 13, 2019 (the “Circular”)
were either elected or re-elected to the Company’s Board of
Directors. Abraham Jonker remains the lead independent director and
Bradford Mills continues as Chair. The vote was conducted by a show
of hands. Results of the votes cast by proxy are set out below.
Motion |
Votes Cast by Proxy For |
% For |
Votes Cast by Proxy Withheld |
% Withheld |
Abraham Jonker |
764,013,526 |
99.88 |
923,282 |
0.12 |
Amy Freedman |
763,878,826 |
99.86 |
1,057,982 |
0.14 |
Bradford A. Mills |
764,031,326 |
99.88 |
905,482 |
0.12 |
Dominic Duffy |
764,015,571 |
99.88 |
921,237 |
0.12 |
Peter R. Jones |
763,935,871 |
99.87 |
1,000,937 |
0.13 |
Robert Doyle |
763,823,000 |
99.85 |
1,113,808 |
0.15 |
Terrell Ackerman |
763,806,553 |
99.85 |
1,130,255 |
0.15 |
Appointment of Auditors
Ernst & Young LLP was re-appointed as the
auditor of the Company to hold office until the close of the next
Annual Meeting of the Shareholders, or until their successor is
otherwise appointed, and the directors were authorized to fix the
auditor’s remuneration. The vote was conducted by a show of hands.
Results of the votes cast by proxy are set out below.
Motion |
Votes Cast by Proxy For |
% For |
Votes Cast by Proxy Withheld |
% Withheld |
Appointment of Auditors |
778,955,463 |
99.95 |
394,095 |
0.05 |
Share Consolidation
The resolution to ratify the consolidation of
the common shares of the Company on the basis of one
post-consolidation share for up to every 10 pre-consolidation
shares (the “Consolidation”) was passed by a special resolution of
shareholders. The vote was conducted by a show of hands. Results of
the votes cast by proxy are set out below.
Motion |
Votes Cast by Proxy For |
% For |
Votes Cast Against |
% Withheld |
Share Consolidation |
775,503,350 |
99.51 |
3,846,208 |
0.49 |
The Consolidation has been conditionally
approved by the Toronto Stock Exchange (the “TSX”). The common
shares of the Company (the “Common Share”) are expected to begin
trading on a post-consolidation basis when the market opens on or
about July 2, 2019, subject to final approval by the TSX.
Common shareholders will receive one
post-consolidation Common Share for every 10 pre-consolidation
Common Shares owned. No fractional Common Shares will be issued
pursuant to the Common Share Consolidation. In lieu of any such
fractional Common Shares, each registered shareholder otherwise
entitled to a fractional Common Share following the implementation
of the Common Share Consolidation will receive the nearest whole
number of post-consolidation Common Shares.
The Consolidation will reduce the number of the
Company’s Common Shares issued and outstanding from approximately
910,426,530 to 91,042,653 based on a consolidation ratio of one new
Common Share for each 10 existing Common Shares.
The Company’s transfer agent, Computershare
Investor Services Inc., has sent a letter of transmittal to the
registered holders of the Common Shares. The letter of transmittal
contains instructions on how to surrender Common Share
certificate(s) representing pre-consolidation Common Shares to the
transfer agent. Shareholders may also obtain a copy of the letter
of transmittal the Company’s website at www.mandalayresources.com
and under the Company’s profile at www.sedar.com. The transfer
agent will forward to each registered shareholder who has sent the
required documents a new Common Share certificate representing the
number of post-consolidation Common Shares to which the registered
shareholder is entitled. If shareholders hold their Common Shares
through an intermediary and they have questions in this regard,
they are encouraged to contact their intermediaries.
Following the Consolidation, the new CUSIP
number for the Company’s Common Shares will be 562568402 and the
new ISIN number for its Common Shares will be CA5625684025.
For Further Information
Dominic DuffyPresident and Chief Executive
Officer
Greg DiTomaso Director of Investor Relations
Contact: 647.260.1566
About Mandalay Resources
Corporation
Mandalay Resources is a Canadian-based natural
resource company with producing assets in Australia and Sweden, and
care and maintenance and development projects in Chile. The Company
is focused on growing production at its gold and antimony operation
in Australia, and gold production from its operation in Sweden to
generate near-term cash flow.
Forward-Looking Information
Certain statements in this press release contain
forward-looking information (collectively referred to herein as the
"Forward-Looking Statements") within the meaning of applicable
securities laws. The use of any of the words "expect", "will", and
similar expressions are intended to identify Forward-Looking
Statements. In particular, but without limiting the forgoing, this
press release contains Forward-Looking Statements pertaining to:
(i) the expected number of common shares issued and outstanding
following the Consolidation; (ii) the anticipated effective date of
the Share Consolidation; and (iii) the date on which the common
shares are expected to start trading on the TSX on a consolidated
basis.
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