Euro Manganese Announces Results of Annual General and Special Meeting

JCN株式会社 2025/05/16 08:00

Vancouver, British Columbia--(ACN Newswire - May 15, 2025) - Euro Manganese Inc. (TSXV: EMN) (ASX: EMN) (FSE: E060) (the "Company" or "EMN") is pleased to announce that shareholders have voted in favour of all matters of business brought before them at the Company's Annual General & Special Meeting of Shareholders (the "Meeting") held on May 15, 2025. Detailed results of the voting from the Meeting are set out below.

In addition, the Company announces an upcoming change to its Chief Financial Officer effective at the end of the month. See below for details.

In respect of Resolution 1, election of the Company's directors, all five management nominees standing for election were elected as set out below based on a vote conducted by ballot:

Nominee	Total Votes Cast	Votes For	% For	Votes Withheld (Abstained)	% Withheld (Abstained)
John Webster	35,504,229	30,473,634	85.83	5,030,595	14.17
David B. Dreisinger	35,504,229	30,289,601	85.31	5,214,628	14.69
Thomas M. Stepien	35,504,229	30,298,601	85.34	5,205,628	14.66
Ludivine Wouters	35,504,229	33,904,004	95.49	1,600,225	4.51
Rick Anthon	35,618,229	33,735,888	94.72	1,882,341	5.28

The following matters of business at the Meeting, which were also carried out and decided by ballot, were approved:

	Total Votes	Votes For	% For	Votes Against	% Against	Votes Withheld /Abstained
Resolution 2 - Appointment of Pricewaterhouse- Coopers LLP as Auditors of the Company	35,645,599	31,760,224	89.10	N/A	N/A	3,885,375
Resolution 3 - Re-approval of the Company's Stock Option Plan(1)	35,504,229	32,389,657	91.23	2,963,702	8.35	150,870

(1) In accordance with the rules of the Australian Securities Exchange (the "ASX"), shareholders of the Company also approved the Company's stock option plan by a majority of the votes cast, with the 455,661 votes cast by directors of the Company excluded and reclassified as withheld/abstain. Based on this exclusion and reclassification, the total number of votes cast in respect of this resolution was 35,504,229, of which 31,933,996 votes were cast for the resolution, representing 89.94% of the total votes cast, 2,963,702 votes were cast against the resolution, representing 8.35% of the total votes cast, and 606,531 votes were withheld/abstain, representing 1.71% of the total votes cast.

Additionally, for purposes of the ASX, shareholders of the Company also approved each of the following resolutions:

a) for the purpose of Listing Rule 7.1 of the ASX, the issuance of 21,400,000 Units comprising of 21,400,000 Shares and 21,400,000 Warrants to the European Bank for Reconstruction and Development (the "EBRD") and the issuance of up to 18,063,331 Units comprising of 18,063,331 Shares and 18,063,331 Warrants, and 14,650,278 Units comprising of 14,650,278 CHESS Depositary Interests ("CDIs") each representing one Share and 14,650,278 Warrants to sophisticated and professional investors, respectively, (the "Offering");

b) for the purpose of Listing Rules 10.11.1 and 10.11.4 of the ASX, the issuance to the following individuals of Units under the Offering on terms and conditions identical to all other subscribers under the Offering:

(i) 55,555 Units, comprising of 55,555 Shares and 55,555 Warrants, to JJW Investments Ltd., a company controlled by Mr. John Webster;

(ii) 41,666 Units, comprising of 41,666 Shares and 41,666 Warrants, to Dr. David B. Dreisinger.

(iii) 55,555 Units, comprising of 55,555 Shares and 55,555 Warrants, to Mr. Thomas M. Stepien.

(iv) 55,555 Units, comprising of 55,555 Shares and 55,555 Warrants, to Ms. Ludivine Wouters; and

(v) 256,410 Units, comprising of 256,410 CDIs and 256,410 Warrants, to Mr. Rick Anthon;

c) for the purpose of Listing Rule 7.1 of the ASX, the issuance of 4,904,478 broker warrants (the "Broker Warrants") to Canaccord Genuity (Australia) Limited ("Canaccord") and Foster Stockbroking Pty Ltd. ("FSB"), in connection with their remuneration for acting as co-lead managers of the Offering;

d) for the purpose of Listing Rule 7.1 of the ASX, the issuance of 7,692,307 CDIs and 7,692,307 Warrants to Eligible Shareholders under the Share Purchase Plan ("SPP") on the terms and conditions described in the prospectus issued to Eligible Shareholders; and

e) for the purpose of Listing Rule 7.1 of the ASX, the issuance of 22,263,733 Orion Warrants to OMRF (BK) LLC ("Orion") as compensation for certain amendments to the Convertible Loan and Royalty Agreement.

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

	Total Votes	Votes For	% For	Votes Against	% Against	Votes Withheld /Abstained
Resolution 4(a) - Issuance of 54,113,609 Units comprising 39,463,331 Shares and 14,650,278 CDIs and 54,113,609 Warrants to Non-Related Party Investors and the EBRD	35,504,229	27,456,337	77.33%	1,228,296	3.46%	6,819,596
Resolution 4(b)(i) - Issuance of 55,555 Units, comprising of 55,555 Shares and 55,555 Warrants, to JJW Investments Ltd.	35,504,229	33,171,670	93.43	1,235,052	3.48	1,097,507
Resolution 4(b)(ii) - Issuance of 41,666 Units, comprising of 41,666 Shares and 41,666 Warrants, to Dr. David B. Dreisinger	35,504,229	33,187,967	93.48	1,235,052	3.48	1,081,210
Resolution 4(b)(iii) - Issuance of 55,555 Units, comprising of 55,555 Shares and 55,555 Warrants, to Mr. Thomas M. Stepien	35,504,229	33,407,649	94.09	1,235,052	3.48%	861,528
Resolution 4(b)(iv) - Issuance of 55,555 Units, comprising of 55,555 Shares and 55,555 Warrants, to Ms. Ludivine Wouters	35,504,229	33,196,678	93.50	1,234,188	3.48	1,073,363
Resolution 4(b)(v) - Issuance of 256,410 Units, comprising of 256,410 CDIs and 256,410 Warrants, to Mr. Rick Anthon	35,504,229	33,469,602	94.27%	1,234,188	3.48	800,439
Resolution 4(c) - the issuance of 4,904,478 Broker Warrants to Canaccord and FSB	35,504,229	30,898,394	87.03%	1,163,498	3.28%	3,442,337
Resolution 4(d) - the issuance of 7,692,307 CDIs and 7,692,307 Warrants to Eligible Shareholders under the SPP	35,504,229	33,324,730	93.86%	906,086	2.55%	1,273,413
Resolution 5 - the issuance of 22,263,733 Orion Warrants to Orion	35,504,229	33,362,546	93.97%	1,184,924	3.34%	956,759

The Company disregarded the following votes, from the applicable resolutions, as required by Listing Rule 14.11 of the ASX:

a) votes cast by the EBRD or 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 issuance of Shares or CDIs under the Offering (except a benefit solely by reason of being a holder of ordinary shares in the Company) from Resolution 4(a);

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 issuance of securities under the Offering (except a benefit solely by reason of being a holder of ordinary shares in the Company) from Resolutions 4(b)(i), 4(b)(ii), 4(b)(iii), 4(b)(iv);4(b)(v) and 4(c);

c) votes cast by Canaccord and FSB (or any associates of Canaccord and FSB) who will be receiving Broker Warrants (except a benefit solely by reason of being a holder of ordinary shares in the Company) from Resolution 4(c);

d) 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 issuance of securities under the SPP (except a benefit solely by reason of being a holder of ordinary shares in the Company) from Resolution 4(d); and

e) votes cast by Orion (or any associates of Orion) or any person (or any associates of such person) who will be receiving Orion Warrants (except a benefit solely by reason of being a holder of ordinary shares in the Company) from Resolution 5.

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

Resolution 4(a): Total votes for Resolution 4(a) exclude 6,527,532 votes cast by parties participating in the Offering, including the EBRD and the directors. The excluded votes are reclassified to votes withheld/abstain, resulting in no change to the total Shares being voted in connection with Resolution 4(a).

Resolution 4(b)(i): Total votes for Resolution 4(b)(i) exclude 235,979 votes cast by John Webster (and entities controlled by him, including JJW Investments Ltd.) who subscribed for Units in the Offering. The excluded votes are reclassified to votes withheld/abstain, resulting in no change to the total Shares being voted in connection with Resolution 4(b)(i).
Resolution 4(b)(ii): Total votes for Resolution 4(b)(ii) exclude 219,682 votes cast by David Dreisinger (and entities controlled by him) who subscribed for Units in the Offering. The excluded votes are reclassified to votes withheld/abstain, resulting in no change to the total Shares being voted in connection with Resolution 4(b)(ii).
Resolution 4(b)(iii): Total votes for Resolution 4(b)(iii) exclude nil votes cast by Thomas Stepien (and entities controlled by him) who subscribed for Units in the Offering.
Resolution 4(b)(iv): Total votes for Resolution 4(b)(iv) exclude nil votes cast by Ludivine Wouters (and entities controlled by her) who subscribed for Units in the Offering.
Resolution 4(b)(v): Total votes for Resolution 4(b)(v) exclude nil votes cast by Rick Anthon (and entities controlled by him) who subscribed for Units in the Offering.
Resolution 4(c): Total votes for Resolution 4(c) exclude 2,390,000 votes cast by Canaccord and FSB, or their associates, which are to be issued Broker Warrants. The excluded votes are reclassified to votes withheld/abstain, resulting in no change to the total Shares being voted in connection with Resolution 4(c).
Resolution 4(d): Total votes for Resolution 4(d) exclude 468,854 votes cast by parties participating in the SPP. The excluded votes are reclassified to votes withheld/abstain, resulting in no change to the total Shares being voted in connection with Resolution 4(d).
Resolution 5: Total votes for Resolution 5 exclude nil votes cast by Orion which is to be issued Orion Warrants.

A total of 35,504,229 common shares, representing approximately 44.09% of the issued and outstanding common shares of the Company eligible to vote at the Meeting, were voted in connection with all of the above resolutions, except for the following: (a) the election of the Mr. Rick Anthon as a director of the Company, for which 35,618,229 common shares, representing approximately 44.23% of the issued and outstanding common shares of the Company eligible to vote at the Meeting were voted; and (b) resolution 2, the appointment of PricewaterhouseCoopers LLP as Auditors of the Company, for which 35,645,599 common shares, representing approximately 44.26% of the issued and outstanding common shares of the Company eligible to vote at the Meeting were voted. 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.sedarplus.ca.

In accordance with ASX Listing Rule 3.13.2(e), the information below is being provided for the aggregate number of securities for which valid proxies were received before the Meeting. None of the Company appointed proxy holders were able to vote on any of the resolutions in their discretion.

Nominee	Total Proxies Received	Proxy directed to vote For	Proxy directed to vote Against	Proxy directed to Abstain	Proxy could vote at their discretion
Resolution 1 - Election of directors:
John Webster	35,504,229	30,473,634	N/A	5,030,595	Nil
David B. Dreisinger	35,504,229	30,289,601	N/A	5,214,628	Nil
Thomas M. Stepien	35,504,229	30,298,601	N/A	5,205,628	Nil
Ludivine Wouters	35,504,229	33,904,004	N/A	1,600,225	Nil
Rick Anthon	35,618,229	33,735,888	N/A	1,882,341	Nil
Resolution 2 - Appointment of Pricewaterhouse- Coopers LLP as Auditors of the Company	35,645,599	31,760,224	N/A	3,885,375	Nil
Resolution 3 - Re-approval of the Company's Stock Option Plan (1)	35,504,229	31,933,996	2,963,702	606,531	Nil
Resolution 4(a) - Issuance of 54,113,609 Units comprising 39,463,331 Shares and 14,650,278 CDIs and 54,113,609 Warrants to Non-Related Party Investors and the EBRD(2)	35,504,229	27,456,337	1,228,296	6,819,596	Nil
Resolution 4(b)(i) - Issuance of 55,555 Units, comprising of 55,555 Shares and 55,555 Warrants, to JJW Investments Ltd. (3)	35,504,229	33,171,670	1,235,052	1,097,507	Nil
Resolution 4(b)(ii) - Issuance of 41,666 Units, comprising of 41,666 Shares and 41,666 Warrants, to Dr. David B. Dreisinger(4)	35,504,229	33,187,967	1,235,052	1,081,210	Nil
Resolution 4(b)(iii) - Issuance of 55,555 Units, comprising of 55,555 Shares and 55,555 Warrants, to Mr. Thomas M. Stepien	35,504,229	33,407,649	1,235,052	861,528	Nil
Resolution 4(b)(iv) - Issuance of 55,555 Units, comprising of 55,555 Shares and 55,555 Warrants, to Ms. Ludivine Wouters	35,504,229	33,196,678	1,234,188	1,073,363	Nil
Resolution 4(b)(v) - Issuance of 256,410 Units, comprising of 256,410 CDIs and 256,410 Warrants, to Mr. Rick Anthon	35,504,229	33,469,602	1,234,188	800,439	Nil
Resolution 4(c) - the issuance of 4,904,478 Broker Warrants to Canaccord and FSB(5)	35,504,229	30,898,394	1,163,498	3,442,337	Nil
Resolution 4(d) - the issuance of 7,692,307 CDIs and 7,692,307 Warrants to Eligible Shareholders under the SPP(6)	35,504,229	33,324,730	906,086	1,273,413	Nil
Resolution 5 - the issuance of 22,263,733 Orion Warrants to Orion	35,504,229	33,362,546	1,184,924	956,759	Nil

(1) Excludes 455,661 votes cast by proxy by directors of the Company, which were reclassified as withheld/abstain.
(2) Excludes 6,527,532 votes cast by proxy by the EBRD, directors and other subscribers in the Offering, which were reclassified as withheld/abstain.
(3) Excludes 235,979 votes cast by proxy by John Webster and companies controlled by him (including JJW Investments Ltd.), which were reclassified as withheld/abstain.
(4) Excludes 219,682 votes cast by proxy by David Dreisinger and companies controlled by him, which were reclassified as withheld/abstain.
(5) Excludes 2,390,000 votes cast by proxy by Canaccord and FSB or their associates, which were reclassified as withheld/abstain.
(6) Excludes 468,854 votes cast by proxy by subscribers to the SPP, which were reclassified as withheld/abstain.

Change in Chief Financial Officer

The Company also announces that Dean Larocque will step down as Chief Financial Officer effective May 30, 2025. The Company would like to thank Dean for his efforts since joining the Company in November 2024 and wish him well in his future endeavours. The Company expects to announce the appointment of its new Chief Financial Officer in the coming weeks.