Silvermet Inc. & Global Atomic Fuels Corporation Combination Approved by Shareholders
October 02 2017 - 12:36PM
Silvermet Inc. (“
Silvermet” or the
“Company”) (TSXV:SYI) is pleased to announce the
results of its Annual & Special Meeting of Shareholders (the
“
Meeting”) held on September 29, 2017.
The Meeting was very well attended with over 50
people in attendance and 75% of issued and outstanding common
shares represented in person or by proxy at the Meeting.
The principal business of the Meeting was to
seek disinterested shareholder approval for the proposed business
combination transaction (the “Transaction”)
between the Company and Global Atomic Fuels Corporation
(“Global Atomic”) through the
acquisition by the Company of all of the outstanding common shares
of Global Atomic by way of a “three-cornered amalgamation” to
create a cash-flowing zinc producer and world class uranium
development company to be named Global Atomic Corporation. Approval
was also sought for a proposed share consolidation and to rename
the Company, Global Atomic Corporation, in each case to be
completed concurrently with the Transaction. Further, in
addition to electing directors to take office immediately after the
Meeting, shareholders were asked to elect an alternate slate of
directors to take office on completion of the Transaction.
Results of Meeting
Transaction – Share Consolidation – Name
ChangeThe Transaction was approved by a vote of 49,708,977
(56%) for to 39,503,000 (44%) against, which results do not include
an aggregate of 16,896,500 votes attached to shares held by certain
Directors and Officers of Silvermet who were not entitled to vote
on the Transaction. The consolidation of Silvermet common shares on
the basis of 1 new share for every 2.75 shares held was approved by
a vote of 80,194,477 (76%) to 25,914,000 (24%). The change in
the name of Silvermet to Global Atomic Corporation was approved by
a vote of 79,415,977 (75%) to 26,692,500 (25%). The implementation
of the consolidation and name change are conditional on the
completion of the Transaction.
Board of Directors At the
Meeting, shareholders elected Stephen G. Roman, Rein A. Lehari,
Derek C. Rance, Douglas Scharf, Keith Spurr, Richard R. Faucher and
Asier Zarraonandia Ayo to serve as Directors of Silvermet and to
take office immediately following the Meeting. The table below sets
out the voting results.
Director |
Votes For |
Votes Withheld |
Stephen G. Roman |
82,765,477 (78.0%) |
23,343,000 (22.0%) |
Rein A. Lehari |
68,615,645 (64.67%) |
37,492,832 (35.33%) |
Derek C. Rance |
68,615,645 (64.67%) |
37,492,832 (35.33%) |
Douglas Scharf |
68,615,645 (64.91%) |
37,092,832 (35.09%) |
Keith Spurr |
82,524,477 (77.77%) |
23,584,000 (22.23%) |
Terence Ortslan |
68,570,645 (64.62%) |
37,537,832 (35.38%) |
Richard R. Faucher |
68,265,645 (64.34%) |
37,842,832 (35.66%) |
Asier Zarraonandia Ayo |
68,615,645 (64.67%) |
37,492,832 (35.33%) |
At the Meeting and in order to give effect to
the terms of the Transaction, Shareholders also elected an
alternative slate of directors to replace the foregoing Board of
Directors and take office on completion of the Transaction.
The alternative slate of directors is comprised of Stephen G.
Roman, Derek C. Rance, Douglas Scharf, George A. Flach, Richard R.
Faucher and Paul Cronin. The table below sets out the voting
results.
Director |
Votes For |
Votes Withheld |
Stephen G. Roman |
53,036,645 (57.41%) |
39,343,000 (42.59%) |
Derek C. Rance |
52,615,645 (56.96%) |
39,764,000 (43.04%) |
Douglas Scharf |
52,615,645 (56.96%) |
39,764,000 (43.04%) |
George A. Flach |
53,015,645 (57.39%) |
39,364,000 (42.61%) |
Richard R. Faucher |
52,265,645 (56.58%) |
40,114,000 (43.42%) |
Paul Cronin |
52,615,645 (56.96%) |
39,764,000 (43.04%) |
Shareholders also approved the re-appointment of
Price Waterhouse Coopers LLP, Chartered Professional Accountants as
auditors of the Company and the renewal of the Company’s rolling
stock option plan.
The completion of the Transaction is subject to
the approval of the TSX Venture Exchange.
For further information, please contact:
Stephen G. Roman
Chairman, President & CEO
sroman@silvermet.ca
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Caution concerning forward-looking statements:
The information in this release may contain forward-looking
information under applicable securities laws. Forward-looking
statements in this news release include, but are not limited to,
information relating to the timing and completion of a transaction
involving Silvermet. This forward-looking information is subject to
known and unknown risks, uncertainties and other factors that may
cause actual results to differ materially from those implied by the
forward-looking information. Factors that may cause actual results
to vary include, but are not limited to, inaccurate assumptions
concerning the exploration for and development of mineral deposits,
political instability, currency fluctuations, unanticipated
operational or technical difficulties, changes in laws or
regulations, the risks of obtaining necessary licenses and permits,
changes in general economic conditions or conditions in the
financial markets and the inability to raise additional financing.
In particular, there can be no assurance that a transaction will be
completed on terms satisfactory to Silvermet, if at all. Readers
are cautioned not to place undue reliance on this forward-looking
information. Silvermet does not assume the obligation to revise or
update his forward-looking information after the date of this
release or to revise such information to reflect the occurrence of
future unanticipated events except as may be required under
applicable securities laws. The information in this news release
includes the following non-IFRS financial measure: EBITDA. These
financial measures does not have any standardized meaning
prescribed by IFRS and are therefore unlikely to be comparable to
similar measures presented by other issuers.