Mr. Joseph Ringwald reports
SELWYN ANNOUNCES ANNUAL GENERAL AND SPECIAL MEETING RESULTS
At the annual general and special meeting of shareholders of Selwyn Resources Ltd., shareholders approved the sale of ScoZinc Ltd., a wholly owned subsidiary of the company, to Scotian Zinc Mines Ltd.
Pursuant to the definitive sale and purchase agreement, Scotian will purchase all of the shares of ScoZinc from Selwyn for an aggregate purchase price of $17.5-million, payable as $10-million in cash upon closing of the transaction and $7.5-million through a senior secured debt note to be issued on closing. The Selwyn note is payable in five equal annual instalments of $1.5-million each, together with interest of 8 per cent per annum, beginning Dec. 31, 2015. The Selwyn note shall be secured pari passu with all senior debt of Scotian.
Selwyn is now seeking regulatory approvals and to satisfy all remaining closing conditions in order to close the sale promptly.
With respect to the use of proceeds from the sale of ScoZinc, the company is assessing its options for returning a substantial portion of the proceeds to shareholders in an efficient manner.
Results of the meeting
The tables and subsequent sections summarize the voting results of the meeting.
Total shares voted: 2,564,166
Total shares issued and outstanding: 3,941,046
Total percentage of shares voted: 65.06 per cent
Number of directors
According to the proxies received and voted by a show of hands, the number of directors was set at four.
NUMBER OF DIRECTORS
Voted for % Voted against % Withheld/abstain %
2,513,592 98.05 49,982 1.95 0 0
Election of directors
According to the proxies received and voted by a show of hands, the directors voting was conducted as shown in the table.
ELECTION OF DIRECTORS
Nominee Voted for % Voted % Withheld/ %
against abstain
Benedict Cubitt 2,479,939 99.66 0 0 8,356 0.34
Jeremy Link 2,434,139 97.82 0 0 54,156 2.18
Justin Oliver 2,434,039 97.82 0 0 54,256 2.18
Victor Lazarovici 2,434,139 97.82 0 0 54,156 2.18
Appointment of auditors and remuneration
According to the proxies received and voted by a show of hands, KPMG LLP was reappointed as the company's auditors and the directors were authorized to fix their remuneration.
APPOINTMENT OF AUDITORS AND REMUNERATION
Voted for % Voted against % Withheld/abstain %
2,563,164 99.98 0 0 410 0.02
Sale of assets
According to the proxies received and voted by a show of hands, the transaction to sell ScoZinc to Scotian as described in the management information circular dated Sept. 30, 2014, and summarized above, was approved.
SALE OF ASSETS
Voted for % Voted against % Withheld/abstain %
2,480,274 99.68 8,021 0.32 0 0
Stock option plan
According to the proxies received and voted by a show of hands, the stock option plan as proposed in the management information circular dated Sept. 30, 2014, was approved.
STOCK OPTION PLAN
Voted for % Voted against % Withheld/abstain %
2,435,074 97.86 53,221 2.14 0 0
We seek Safe Harbor.
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