The purpose of the Meeting was to consider and vote upon, among other things, a special resolution of Premier Securityholders (the "Arrangement Resolution") approving the transactions contemplated in the arrangement agreement among Premier, i-80
A total of 149,709,598 Premier Shares and Premier Options were represented by proxy at the Meeting, representing approximately 59.06% of the issued and outstanding Premier Shares and Premier Options.
Approval of the Arrangement
For the Arrangement to proceed, the Arrangement Resolution required the approval of (i) at least two-thirds (66⅔%) of the votes cast at the Meeting, by Premier Shareholders attending in person or voting by proxy; (ii) at least two-thirds (66⅔%) of the votes cast at the Meeting, by Premier Securityholders attending in person or voting by proxy, voting together as a single class, and (iii) a simple majority (50%+1) of the votes cast at the Meeting, by Premier Shareholders attending in person or voting by proxy, excluding any votes cast by certain persons, as required by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.
See below for a summary of the voting on the Arrangement Resolution.
(i) Two-Thirds Vote (Premier Shareholders)
FOR | AGAINST | ||
(#) | (%) | (#) | (%) |
136,696,837 | 99.894 | 145,573 | 0.106 |
(ii) Two-Thirds Vote (Premier Securityholders)
FOR | AGAINST | ||
(#) | (%) | (#) | (%) |
149,523,837 | 99.903 | 145,573 | 0.097 |
(iii) Minority Vote
FOR | AGAINST | ||
(#) | (%) | (#) | (%) |
103,486,283 | 99.86 | 145,573 | 0.14 |
Approval of Other Matters
In addition to the Arrangement Resolution, at the Meeting, Premier Shareholders also overwhelmingly approved: (i) an ordinary resolution approving certain amendments to the amended and restated share incentive plan of Premier dated
A report of voting results describing the matters voted upon at the Meeting and details regarding the number of Premier Shares voted in favour of each of the foregoing resolutions is available on SEDAR (www.sedar.com) under Premier's issuer profile.
Transaction Update
Having obtained the requisite approval of the Arrangement Resolution at the Meeting, the parties are continuing to work diligently towards closing the Arrangement. To that end, the parties are awaiting approval from the
Further details regarding the Arrangement are set out in the management information circular of Premier dated
About Premier & i-80
Premier is a gold producer and respected exploration and development company with a high-quality portfolio of precious metals projects in proven, accessible, and safe mining jurisdictions in
Premier remains focused on creating i-80 as a
Certain statements in this release constitute "forward-looking statements" or "forward-looking information" within the meaning of applicable securities laws, including the timing to complete the Arrangement and the ability of Premier to satisfy all closing conditions for the completion of the Arrangement. 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, its projects, 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. These statements reflect the Company's current expectations regarding future events, performance and results and speak only as of the date of this release.
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: unexpected changes in laws, rules or regulations, or their enforcement by applicable authorities; the failure of parties to contracts with the company to perform as agreed; social or labour unrest; changes in commodity prices; and the failure of exploration programs or studies to deliver anticipated results or results that would justify and support continued exploration, studies, development or operations.
Although the forward-looking statements contained in this release are based upon what management of the company believes are reasonable assumptions, the company cannot assure investors that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this release 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 release.
SOURCE
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