Marimaca Announces Results From Annual General and Special Meeting
May 26 2022 - 6:00AM
Marimaca Copper Corp. (“Marimaca Copper” or the
“Company”) (TSX: MARI) is pleased to report that all
of its incumbent directors were re-elected at its annual general
meeting of shareholders, held virtually via webcast on Wednesday
25, 2022 (the “
Meeting”). Below are the detailed
results of the votes cast by ballot (including votes cast by proxy)
at the Meeting on the election of the Company’s directors:
|
VOTES FOR |
|
VOTES WITHHELD |
|
PERCENTAGE OF VOTES FOR |
|
Hayden Locke |
55,620,550 |
|
25,116 |
|
99.94 |
% |
Alan J. Stephens |
55,618,971 |
|
25,116 |
|
99.94 |
% |
Colin Kinley |
55,618,625 |
|
324,802 |
|
99.94 |
% |
Michael Haworth |
55,566,084 |
|
25,212 |
|
99.85 |
% |
Clive Newall |
55,641,498 |
|
2,167 |
|
99.98 |
% |
Tim Petterson |
55,642,585 |
|
2,167 |
|
99.98 |
% |
At the Meeting, shareholders also (i) authorized
the Company to appoint PricewaterhouseCoopers LLP, Chartered
Professional Accountants, as auditors of the Company for the
ensuing year and authorize the board of directors of the Company
(the “Board”) to determine the remuneration to be
paid to the auditors and (ii) authorized the Company to implement a
warrant early exercise incentive program (the “Warrant
Early Exercise Incentive Program”), as more particularly
described in the Company’s management information circular dated
April 28, 2022 and filed under the Company’s SEDAR profile at
www.sedar.com (the “Circular”). In accordance with
the requirements of the Toronto Stock Exchange (the
“TSX”), the Warrant Early Exercise Incentive
Program was approved by a majority of “disinterested shareholders”,
being shareholders of the Company who do not also hold Warrants (as
defined below).
Please see the Company’s report of voting
results filed under the Company’s SEDAR profile at www.sedar.com
for the detailed results of all votes received on the matters
presented to shareholders at the Meeting.
Warrant Early Exercise Incentive Program
The Company sought approval for the Warrant
Early Exercise Program in order to provide the Company with a
mechanism to provide an incentive for the early exercise of its
common share purchase warrants (the “Warrants”). The Company
currently has 11,069,054 Warrants issued and outstanding, each of
which entitles the holder (a “Warrantholder”) to acquire one common
share of the Company (a “Common Share”) for an exercise price of
$4.10 per share at any time up to and including December 3,
2022.
As set forth in more detail in the Circular, the
Company is only authorized to proceed with the Warrant Early
Exercise Incentive Program in certain circumstances and on certain
terms (the “Approved Terms”). In particular:
- any adoption of the Warrant Early Exercise Incentive Program
will be subject to receipt of all required regulatory approvals,
including without limitation the approval of the TSX;
- the Company will not adopt the Warrant Early Exercise Incentive
Program unless the “market price” of the Common Shares (as
determined in accordance with Part I of the TSX Company Manual) on
the date the Board approves the Warrant Early Exercise Incentive
Program is equal to or greater than $4.75 (the “Minimum Market
Price”);
- if adopted, the Warrant Early Exercise Incentive Program will
be open for a period not to exceed 30 days following the Company’s
first public announcement of the program (the “Incentive Period”)
and, subject to compliance with applicable securities laws, will
entitle each Warrantholder who exercises a Warrant in accordance
with its terms during the Incentive Period to receive, in addition
to one Common Share, up to one additional warrant (an “Incentive
Warrant”) entitling the holder thereof to acquire one Common
Share;
- the Incentive Period will commence no later than September 3,
2022;
- the exercise price of the Incentive Warrants will be fixed at a
price that represents a premium of at least 25% to the market price
of the Common Shares on the date the Board approves the Warrant
Early Exercise Incentive Program;
- each Incentive Warrant will expire no later than three years
following the date on which the Warrant Early Exercise Incentive
Program is launched;
- the Incentive Warrants will have standard anti-dilution
provisions consistent with the anti-dilution provisions included in
the existing Warrants; and
- in order to receive Incentive Warrants on exercise of their
Warrants, Warrantholders subject to U.S. securities will be
required to qualify for an applicable exemption from registration
under the U.S. Securities Act of 1933, as amended.
Management of the Company has reviewed the
Company’s capital structure and capital requirements, and has
determined that implementing a Warrant Early Exercise Incentive
Program in accordance with the Approved Terms would be an effective
tool for financing its short to near-term capital requirements. See
“Warrant Early Exercise Incentive Program – Rationale for Adopting
Warrant Early Exercise Incentive Program” in the Circular for
additional information.
If the Company chooses to implement a Warrant
Early Exercise Incentive Program in accordance with the Approved
Terms, it will issue and file a press release describing the
specific terms and conditions of the Warrant Early Exercise
Incentive Program and provide written notice to Warrantholders in
accordance with the notice provisions set forth in their respective
Warrants. In particular, the press release and written notice will
provide details as to (i) the number of Incentive Warrants that
will be issued to Warrantholders who exercise their Warrants during
the Incentive Period, (ii) the expiry date of the Incentive
Warrants and (iii) the exercise price of the Incentive Warrants.
Under the Approved Terms, the maximum term of the Incentive
Warrants will not exceed three years and the exercise price of the
Incentive Warrants will not be less than $5.94.
Contact Information
Tavistock +44 (0) 207 920 3150Jos
Simson/Oliver Lamb / Nick Elwesmarimaca@tavistock.co.uk
Forward Looking Statements
This news release includes certain “forward-looking
statements” under applicable Canadian securities legislation,
including with respect to the effectiveness of the Warrant Early
Exercise Incentive Program as a tool to finance the Company’s short
to near-term capital requirements. There can be no assurance that
such statements will prove to be accurate, and actual results and
future events could differ materially from those anticipated in
such statements. Forward-looking statements reflect the beliefs,
opinions and projections on the date the statements are made and
are based upon a number of assumptions and estimates that, while
considered reasonable by Marimaca Copper, are inherently subject to
significant business, economic, competitive, political and social
uncertainties and contingencies. Many factors, both known and
unknown, could cause actual results, performance or achievements to
be materially different from the results, performance or
achievements that are or may be expressed or implied by such
forward-looking statements and the parties have made assumptions
and estimates based on or related to many of these factors. Such
factors include, without limitation, risks related to share price
and market conditions, the inherent risks involved in the mining,
exploration and development of mineral properties, uncertainties
related to the necessity of financing, the availability of and
costs of financing needed in the future as well as those factors
disclosed in the annual information form of the Company dated March
25, 2022 and other filings made by the Company with the Canadian
securities regulatory authorities (which may be viewed
at www.sedar.com). Accordingly, readers should not place undue
reliance on forward-looking statements. Marimaca Copper undertakes
no obligation to update publicly or otherwise revise any
forward-looking statements contained herein whether as a result of
new information or future events or otherwise, except as may be
required by law.
Neither the Toronto Stock Exchange nor the
Investment Industry Regulatory Organization of Canada accepts
responsibility for the adequacy or accuracy of this
release.
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