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ANNUAL GENERAL AND SPECIAL MEETING OF SECURITYHOLDERS REPORT OF VOTING RESULTS

Pursuant to Section 11.3 of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)

TORONTO, ON / ACCESS Newswire / March 3, 2025 / This report is submitted for and on behalf of the Corporation pursuant to Section 11.3 of NI 51-102 and sets out the matters voted upon at the annual general and special meeting of the holders of common shares in the capital of the Corporation (“Shares“) held on March 3, 2025 (the “Meeting“). Full details of this matter are set out in the management information circular of the Corporation dated January 22, 2025 (the “Circular“) in respect of the Meeting, which is available under the Corporation’s profile on SEDAR+ at www.sedarplus.ca. We hereby advise of the following attendance and voting results, as tabulated at the Meeting:

Total Shares issued and outstanding as at record date (January 16, 2025)

 

 

244,738,654

 

Total Shares represented at the Meeting in person and by proxyand entitled to vote at the Meeting

 

 

53,043,300

 

Percentage of total Shares represented at the Meeting (%)

 

 

21.67

%

1. Election of Directors

By a vote conducted by way of show of hands, the seven (7) nominees proposed as directors were elected to hold office until the next annual meeting of shareholders or until his or her successor is duly elected or appointed. The Shares were voted as follows:

 

 

Votes For

 

 

% For

 

 

Votes Withheld

 

 

% Withheld

 

 

Votes
Against

 

 

%
Against

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amanda Fullerton

 

 

46,984,221

 

 

 

89.44

%

 

 

5,550,055

 

 

 

10.57

%

 

 

0

 

 

 

0

%

Fergus Kerr

 

 

52,484,221

 

 

 

99.91

%

 

 

50,055

 

 

 

0.095

%

 

 

0

 

 

 

0

%

Roger Emdin

 

 

52,484,221

 

 

 

99.91

%

 

 

50,055

 

 

 

0.095

%

 

 

0

 

 

 

0

%

Mark Trevisiol

 

 

52,534,221

 

 

 

100

%

 

 

55

 

 

 

0

%

 

 

0

 

 

 

0

%

Deborah Battiston

 

 

52,484,221

 

 

 

99.91

%

 

 

55,055

 

 

 

0.095

%

 

 

0

 

 

 

0

%

Perry N. Dellelce

 

 

49,984,221

 

 

 

95.15

%

 

 

2,550,055

 

 

 

4.85

%

 

 

0

 

 

 

0

%

Dario Zulich

 

 

52,484,221

 

 

 

99.91

%

 

 

50,055

 

 

 

0.095

%

 

 

0

 

 

 

0

%

2. Appointment of Auditors

By a vote conducted by way of show of hands, McGovern Hurley LLP, Chartered Professional Accountants, were appointed as auditors of the Corporation to hold office until the close of business of the next annual meeting of shareholders or until a successor is appointed and the board of directors of the Corporation was authorized to fix their remuneration (the “Auditor Resolution“). The Shares were voted as follows:

 

 

Votes For

 

 

% For

 

 

Votes Withheld

 

 

% Withheld

 

 

Votes
Against

 

 

%
Against

 

Auditor Resolution

 

 

52,993,300

 

 

 

99.91

%

 

 

50,000

 

 

 

0.095

 

 

 

0

 

 

 

0

%

3. Approval of the Stock Option Plan Resolution

By a vote conducted by way of show of hands, the amendments to the stock option plan of the Corporation (the “Stock Option Plan Resolution“), as more particularly described in the Circular was approved in accordance with the rules of Cboe Canada (the “Exchange“). The Shares were voted as follows:

 

 

Votes For

 

 

% For

 

 

Votes Withheld

 

 

% Withheld

 

 

Votes
Against

 

 

%
Against

 

Stock Option Plan Resolution

 

 

50,034,276

 

 

 

95.24

%

 

 

0

 

 

 

0

 

 

 

2,500,000

 

 

 

4.76

%

4. Approval of the Reapproval Resolution for the Security Based Compensation Arrangements

By a vote conducted by way of show of hands, the resolution in respect of the reapproval of the security-based compensation arrangements, including the approval of all unallocated awards, rights and other entitlements under the performance and restricted share unit plan and incentive stock option plan, as amended was approved in accordance with the rules of the Exchange. The Shares were voted as follows:

 

 

Votes For

 

 

% For

 

 

Votes Withheld

 

 

% Withheld

 

 

Votes
Against

 

 

%
Against

 

Reapproval Resolution for the Security Based Compensation Arrangements

 

 

45,510,943

 

 

 

86.63

%

 

 

0

 

 

 

0

 

 

 

7,023,333

 

 

 

13.37

%

MCFARLANE LAKE MINING LIMITED

Mark Trevisiol
Chief Executive Officer & Director
[email protected]