NextSource Materials Announces Results of 2017 Annual and Special Meeting of Stockholders and the Appointment of Officers
December 05 2017 - 3:49PM
NextSource Materials Inc. (TSX:NEXT) (OTCQB:NSRC) (“NextSource” or
the “Company”) is pleased to announce the results of the Annual and
Special Meeting of stockholders (the “
Meeting”)
held in Toronto, Ontario, Canada on December 5, 2017.
As of the October 6, 2017, the record date for the Meeting,
there were 460,995,711 common shares of the Company outstanding and
entitled to vote at the Meeting. Of this amount, there were
313,662,602 common shares represented in person or by proxy at the
Meeting.
All of the resolutions put forward at the
Meeting were approved. The final voting results of the Meeting are
set out below:
(1) Election of Directors. The Company’s shareholders
elected the following 6 nominees to the Board. Each of the nominees
will serve for a one-year term and hold office until the next
annual meeting of shareholders, unless he sooner ceases to hold
office. The following table sets forth the vote of the shareholders
at the Annual Meeting with respect to the election of
directors:
Nominee |
|
For |
|
Withheld |
|
Abstain |
|
Broker Non-Vote |
John Sanderson |
|
97.7% |
|
2.3% |
|
- |
|
10.8% |
Craig Scherba |
|
99.5% |
|
0.5% |
|
- |
|
10.8% |
Quentin Yarie |
|
91.4% |
|
8.6% |
|
- |
|
10.8% |
Robin Borley |
|
99.5% |
|
0.5% |
|
- |
|
10.8% |
Dalton Larson |
|
98.3% |
|
1.7% |
|
- |
|
10.8% |
Dean Comand |
|
99.5% |
|
0.5% |
|
- |
|
10.8% |
(2) Appointment of MNP LLP. The Company’s
shareholders approved the appointment of MNP LLP as the Company’s
independent registered public accounting firm for the fiscal year
ending June 30, 2018 and authorization of the Board to fix their
remuneration. The following table sets forth the vote of the
shareholders at the Annual Meeting with respect to the appointment
of MNP LLP:
For |
|
Withheld |
|
Abstain |
|
Broker Non-Vote |
99.2% |
|
0.8% |
|
- |
|
- |
(3) Approval of the Share Consolidation. The
Company’s shareholders approved an amendment to the Company’s
articles of incorporation or articles of continuance, as
applicable, to be completed at the Board’s sole discretion, to
effect a share consolidation (reverse stock split) of the Company’s
outstanding common shares in a ratio of between one-for-five and
one-for-ten, at any time prior to the one year anniversary of the
Meeting, without further stockholder approval. The following table
sets forth the vote of the shareholders at the Annual Meeting with
respect to the approval of the share consolidation and
corresponding amendment to our articles:
For |
|
Against |
|
Abstain |
|
Broker Non-Vote |
94.9% |
|
7.89% |
|
- |
|
0% |
(4) Approval of the Redomicile. The Company’s
shareholders approved (i) the redomicile of the Company from the
State of Minnesota to Canada (the “Redomicile”); (ii) a plan of
conversion relating to the Redomicile; (iii) the filing of articles
of conversion under the Minnesota Business Corporation Act and
proposed articles of continuance of the Company under the Canada
Business Corporations Act; (iv) the replacement of the Company’s
articles of incorporation with proposed articles of continuance in
connection with, and subject to the effectiveness of, the
Redomicile; and (v) the adoption of new bylaws of the Company to
replace the Company’s existing bylaws in connection with, and
subject to the effectiveness of, the Redomicile. The following
table sets forth the vote of the shareholders at the Annual Meeting
with respect to the approval of the Redomicile:
For |
|
Against |
|
Abstain |
|
Broker Non-Vote |
80.8% |
|
19.2% |
|
- |
|
10.8% |
|
|
|
|
|
|
|
For |
|
Against |
|
Abstain |
|
Broker Non-Vote |
253,524,856 |
|
60,137,746 |
|
- |
|
33,911,592 |
|
|
|
|
|
|
|
(5) Advisory Vote on Executive Compensation. The Company’s
shareholders approved the non-binding advisory resolution, commonly
known as a “Say on Pay” proposal, regarding the compensation of the
Company’s named executive officers. The following table sets
forth the vote of the shareholders at the Annual Meeting with
respect to the advisory vote on executive compensation:
For |
|
Against |
|
Abstain |
|
Broker Non-Vote |
97.3% |
|
2.7% |
|
- |
|
10.8% |
Subsequent to the Meeting, the Board of Directors of the Company
approved the appointments of the following directors and executive
officers:
- John Sanderson as Chairman of the Board
- Craig Scherba as President and Chief Executive Officer
- Marc Johnson as Treasurer and Chief Financial Officer
- Brent Nykoliation as Senior Vice President, Corporate
Development
- Robin Borley as Senior Vice President, Mine Development
- Dean Comand (Chair), Dalton Larson and John Sanderson to the
Audit Committee
- Quentin Yarie (Chair), Dalton Larson and John Sanderson to the
Nomination Committee
- Dalton Larson (Chair), Dean Comand and John Sanderson to the
Compensation Committee.
ABOUT NEXTSOURCE MATERIALS INC.
NextSource Materials Inc. is a mine development
company based in Toronto, Canada, that is developing its 100%-owned
Molo Graphite Project in southern Madagascar to expected production
in 2018. The Molo Graphite Project is a feasibility-stage,
shovel-ready project and ranks as one of the largest-known and
highest quality flake graphite deposits in the world and the only
project with SuperFlake® graphite.
For further information contact:
+1.416.364.4911
Brent Nykoliation, SVP, Corporate Development at
brent@nextsourcematerials.com or Craig Scherba, President and
CEO at craig@nextsourcematerials.com
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