Euro Manganese Announces Results of Special Meeting


Euro Manganese Announces Results of Special Meeting



NR 2020-21

Vancouver, Canada (August 19, 2020) – Euro Manganese Inc. (TSX-V/ASX: EMN) (the "Company" or "EMN") is pleased to announce that, at a Special Meeting of shareholders (the "Meeting") held on August 19, 2020, shareholders have approved each of the following resolutions:



a) for the purpose of Listing Rule 7.4 of the Australian Stock Exchange ("ASX"), the issuance of common shares of the Company ("Shares") and CHESS Depositary Interests ("CDIs", with each CDI representing one Share) to non-related parties of the Company, as part of the closing of the first tranche of a private placement (the "Tranche 1 Placement") offering of the Company announced on July 6 and 16, 2020 (the "Offering");


b) for the purpose of Listing Rule 7.1 of the ASX, the issuance of Shares and CDIs to certain sophisticated and professional investors that are not related parties of the Company, as part of the closing of the second tranche of the Offering (the "Tranche 2 Placement");


c) for the purposes of Listing Rules 10.11 and 10.11.1 of the ASX, the issuance of Shares and CDIs to related parties of the Company under the Tranche 2 Placement;


d) for the purpose of Listing Rule 10.11.1 of the ASX, the issuance of Shares and CDIs to related parties of the Company in settlement of debts owing to such related parties; and


e) for the purpose of Listing Rule 7.1 of the ASX, the issuance of Shares to non-related parties of the Company in settlement of debts owing to such non-related parties.


In accordance with Listing Rule 3.13.2(d) of the ASX, detailed results of the voting from the Meeting, all of which were carried out and decided by ballot, are set out below.






The Company disregarded the following votes as required by Listing Rule 14.11 of the ASX:


a) votes cast by any person (or any associates of such person) who participated in the Tranche 1 Placement;


b) votes cast by any person (or any associates of such person) who is expected to participate in, or who will obtain a material benefit as a result of, the proposed share issuance under the Tranche 2 Placement (except a benefit solely by reason of being a holder of Shares); and


c) votes cast by: (i) a director of the Company who is receiving the Shares in question (pursuant to the relevant Resolution), (ii) any entities controlled by a director of the Company referred to in (i), (iii) any associates of a director referred to in (i), or (iv) any person (or any associates of such person) who will obtain a material benefit as a result of the proposed issuance of Shares to related parties of the Company in settlement of debts owing to such related parties.


Accordingly, the following voting exclusions applied to each of the resolutions below as required by the rules of the ASX:


  • Resolution 1: Total votes for Resolution 1 exclude 11,855,738 votes cast by parties participating in the Tranche 1 Placement, which when excluded, results in a total of 65,960,125 Shares being voted in connection with Resolution 1.

  • Resolution 2: Total votes for Resolution 2 exclude 4,475,126 votes cast by parties participating in the Tranche 2 Placement, which when excluded, results in a total of 73,340,727 Shares being voted in connection with Resolution 2.

  • Resolution 3(a): Total votes for Resolution 3(a) exclude 9,860,360 votes cast by Marco Antonio Romero (and entities controlled by him) who subscribed for Shares in the Tranche 2 Placement, which when excluded, results in a total of 67,955,503 Shares being voted in connection with Resolution 3(a).

  • Resolution 3(b): Total votes for Resolution 3(b) exclude 3,807,500 votes cast by Harvey Neil McLeod (and entities controlled by him) who subscribed for Shares in the Tranche 2 Placement, which when excluded, results in a total of 74,008,363 Shares being voted in connection with Resolution 3(b).

  • Resolution 3(c): Total votes for Resolution 3(c) exclude 737,499 votes cast by David Dreisinger (and entities controlled by him) who subscribed for Shares in the Tranche 2 Placement, which when excluded, results in a total of 77,078,364 Shares being voted in connection with Resolution 3(c).

  • Resolution 3(d): Total votes for Resolution 3(d) exclude nil votes cast by Gregory Pentland Martyr (and entities controlled by him) who subscribed for CDIs in the Tranche 2 Placement, which when excluded, results in a total of 77,815,863 Shares being voted in connection with Resolution 3(d).

  • Resolution 4(a): Total votes for Resolution 4(a) exclude 927,499 votes cast by John Webster (and entities controlled by him) who is to be issued Shares in settlement of a debt owing to him, which when excluded, results in a total of 76,888,364 Shares being voted in connection with Resolution 4(a).

  • Resolution 4(b): Total votes for Resolution 4(b) exclude 11,453,335 votes cast by Roman Shklanka (and entities controlled by him) who is to be issued Shares in settlement of a debt owing to him, which when excluded, results in a total of 66,362,528 Shares being voted in connection with Resolution 4(b).

  • Resolution 4(c): Total votes for Resolution 4(c) exclude 3,807,5001 votes cast by Harvey Neil McLeod (and entities controlled by him) who is to be issued Shares in settlement of a debt owing to him, which when excluded, results in a total of 74,008,363 Shares being voted in connection with Resolution 4(c).

  • Resolution 4(d): Total votes for Resolution 4(d) exclude 737,499 votes cast by David Dreisinger (and entities controlled by him) who is to be issued Shares in settlement of a debt owing to him, which when excluded, results in a total of 77,078,364 Shares being voted in connection with Resolution 4(d).

  • Resolution 4(e): Total votes for Resolution 4(e) exclude 2,197,252 votes cast by Daniel Rosicky (and entities controlled by him) who is to be issued Shares in settlement of a debt owing to him, which when excluded, results in a total of 75,618,611 Shares being voted in connection with Resolution 4(e).

  • Resolution 4(f): Total votes for Resolution 4(f) exclude nil votes cast by Gregory Pentland Martyr (and entities controlled by him) who is to be issued CDIs in settlement of a debt owing to him, which when excluded, results in a total of 77,815,863 Shares being voted in connection with Resolution 4(f).

  • Resolution 4(g): Total votes for Resolution 4(g) exclude 257,403 votes cast by Jan Votava (and entities controlled by him) who is to be issued Shares in settlement of a debt owing to him, which when excluded, results in a total of 77,558,460 Shares being voted in connection with Resolution 4(g).

  • Resolution 5(a): Total votes for Resolution 5(a) exclude 1,855,738 votes cast by Bacchus Capital Advisers Limited (“BCAL”) which is to be issued Shares in settlement of a debt owing to them, which when excluded, results in a total of 75,960,125 Shares being voted in connection with Resolution 5(a).

  • Resolution 5(b): Total votes for Resolution 5(b) exclude nil votes cast by METz Corporation (“METz”) which is to be issued Shares in settlement of a debt owing to them, which when excluded, results in a total of 77,815,863 Shares being voted in connection with Resolution 5(b).


In accordance with ASX Listing Rule 3.13.2(e), the following information is being provided for the aggregate number of securities for which valid proxies were received before the Meeting:




1) Excludes 11,855,738 votes cast by parties participating in the Tranche 1 Placement.

2) Excludes 4,475,126 votes cast by parties participating in the Tranche 2 Placement.

3) Excludes 9,860,360 votes cast by Marco Antonio Romero (and entities controlled by him) who subscribed for Shares in the Tranche 2 Placement.

4) Excludes 3,807,500 votes cast by Harvey Neil McLeod (and entities controlled by him) who subscribed for Shares in the Tranche 2 Placement.

5) Excludes 737,499 votes cast by David Dreisinger (and entities controlled by him) who subscribed for Shares in the Tranche 2 Placement.

6) Excludes Nil votes cast by Gregory Pentland Martyr (and entities controlled by him) who subscribed for Shares in the Tranche 2 Placement.

7) Excludes 927,499 votes cast by John Webster (and entities controlled by him) who is to be issued Shares in settlement of a debt owing to him.

8) Excludes 11,453,335 votes cast by Roman Shklanka (and entities controlled by him) who is to be issued Shares in settlement of a debt owing to him.

9) Excludes 3,807,500 votes cast by Harvey Neil McLeod (and entities controlled by him) who is to be issued Shares in settlement of a debt owing to him.

10) Excludes 737,499 votes cast by David Dreisinger (and entities controlled by him) who is to be issued Shares in settlement of a debt owing to him.

11) Excludes 2,197,252 votes cast by Daniel Rosicky (and entities controlled by him) who is to be issued Shares in settlement of a debt owing to him.

12) Excludes nil votes cast by Gregory Pentland Martyr (and entities controlled by him) who is to be issued CDIs in settlement of a debt owing to him.

13) Excludes 257,403 votes cast by Jan Votava (and entities controlled by him) who is to be issued Shares in settlement of a debt owing to him.

14) Excludes 1,855,738 votes cast by BCAL which is to be issued Shares in settlement of a debt owing to them.

15) Excludes nil votes cast by METz which is to be issued Shares in settlement of a debt owing to them.


None of the Company appointed proxy holders were able to vote on any of the resolutions in their discretion.


The results of all matters considered at the Meeting are reported in the Report of Voting Results as filed by the Company on SEDAR at www.sedar.com.



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Contact:


Euro Manganese Inc.


Marco A. Romero

President & CEO

(604)-681-1010 ext. 101


Fausto Taddei

Vice President, Corporate Development & Corporate Secretary

(604)-681-1010 ext. 105


E-mail: info@mn25.ca

Website: www.mn25.ca


Company Address:

1500 – 1040 West Georgia Street,

Vancouver, British Columbia, Canada, V6E 4H8




Forward Looking Statement:


Certain statements in this news release constitute “forward-looking statements” or “forward-looking information” within the meaning of applicable securities laws. Such statements and information involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, the Project, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. Such statements can be identified by the use of words such as “may”, “would”, “could”, “will”, “intend”, “expect”, “believe”, “plan”, “anticipate”, “estimate”, “scheduled”, “forecast”, “predict” and other similar terminology, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.


Such forward-looking information or statements relate to future events or future performance about the Company and its business and operations, which include, among other things, statements with respect to the partner selection process, its corporate strategy moving forward, any transactions arising from the process, and future opportunities available for the Company.


Readers are cautioned not to place undue reliance on forward-looking information or statements. Forward-looking statements and information involve significant risks and uncertainties, should not be read as guarantees of future performance or results and will not necessarily be accurate indicators of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements or information, including, but not limited to, the factors discussed under “Risks Notice” and elsewhere in the Company’s MD&A for the year ended September 30, 2019 and its most recent Annual Information Form.


The forward-looking statements contained in this news release are made as of the date hereof and are expressly qualified in their entirety by this cautionary statement. Subject to applicable securities laws, the Company does not assume any obligation to update or revise the forward-looking statements contained herein to reflect events or circumstances occurring after the date of this news release.


Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange), or the ASX accepts responsibility for the adequacy or accuracy of this release.







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© 2020 by Euro Manganese Inc.

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