Subject: ANNUAL MEETINGS
Euro Manganese Announces Results of Annual General and Special Meeting
VANCOUVER, British Columbia, Feb. 25, 2022 (GLOBE NEWSWIRE) -- Euro Manganese Inc. (TSX-V and ASX: EMN; OTCQX: EUMNF; Frankfurt: E06) (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 February 25, 2022. Detailed results of the voting from the Meeting are set out below.
In respect of election of the Company's directors, all five management nominees standing for re-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 | 132,618,497 | 96,614,242 | 72.85 | 36,004,255 | 27.15 |
| Matthew P. James | 132,618,497 | 114,465,603 | 86.31 | 18,152,894 | 13.69 |
| David B. Dreisinger | 132,618,497 | 130,676,402 | 98.54 | 1,942,095 | 1.46 |
| Gregory P. Martyr | 132,618,497 | 103,392,115 | 77.96 | 29,226,381 | 22.04 |
| Thomas M. Stepien | 132,618,497 | 132,239,702 | 99.71 | 378,795 | 0.29 |
Other matters of business at the Meeting, all of which were also carried out and decided by ballot, were approved as set out below:
| Total Votes | Votes For | % For | Votes Against | % Against | Votes Withheld /Abstained | |
| Resolution 2 ? Appointment of Pricewaterhouse-Coopers LLP as Auditors of the Company | 133,353,400 | 133,100,996 | 99.81 | Nil | Nil | 252,404 |
| Resolution 3 ? Re-approval of the Company's Stock Option Plan (1) | 132,618,497 | 132,306,374 | 99.76 | 309,923 | 0.23 | 2,200 |
| Resolution 4 ? Approval of Amendments to the Company's Stock Option Plan(2) | 132,618,497 | 132,279,843 | 99.74 | 316,454 | 0.24 | 22,200 |
| Resolution 5 ? for purposes of Listing Rule 7.4 of the Australian Stock Exchange ("ASX"), ratification and approval of the issuance of 17,800,000 Shares pursuant to a Placement with the European Bank for Reconstruction and Development (3) | 132,618,497 | 132,323,749 | 99.78 | 270,548 | 0.20 | 24,200 |
| (1) | In accordance with the rules of the ASX, shareholders of the Company also approved the Company's stock option plan (Resolution 3) by a majority of the votes cast, with the 3,587,243 votes cast by directors of the Company excluded from the vote. Based on this exclusion, the total number of votes cast for Resolution 3 was 129,031,254, of which 128,719,131 votes were cast for the resolution, representing 99.76% of the total votes cast, and 309,923 votes were cast against the resolution, representing 0.24% of the total votes cast. | |
| (2) | In accordance with the rules of the ASX, shareholders of the Company also approved the amendments to the Company's stock option plan by a majority of the votes cast, with the 3,587,243 votes cast by directors of the Company excluded from the vote. Based on this exclusion, the total number of votes cast for Resolution 4 was 129,031,254, of which 128,692,600 votes were cast for the resolution, representing 99.74% of the total votes cast, and 316,454 votes were cast against the resolution, representing 0.25% of the total votes cast. | |
| (3) | In accordance with the rules of the ASX, the Company is required to disregard any votes cast in favour of Resolution 5 by the European Bank for Reconstruction and Development ("EBRD") or any associates of EBRD. No votes were cast in favour of Resolution 5 by EBRD or any associates of EBRD, which results in a total of 132,618,497 Shares being voted in connection with Resolution 5. |
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:
| Nominee | Total Proxies Received | Proxy directed to vote For | Proxy directed to vote Against | Proxy directed to Abstained | Proxy could vote at their discretion |
| Resolution 1 ? Election of directors: | |||||
| John Webster | 130,842,497 | 94,838,242 | N/A | 36,004,255 | Nil |
| Matthew P. James | 130,842,497 | 112,689,603 | N/A | 18,152,894 | Nil |
| David B. Dreisinger | 130,842,497 | 128,900,402 | N/A | 1,942,095 | Nil |
| Gregory P. Martyr | 130,842,497 | 101,616,115 | N/A | 29,226,382 | Nil |
| Thomas M. Stepien | 130,842,497 | 130,463,702 | N/A | 378,795 | Nil |
| Resolution 2 ? Appointment of Pricewaterhouse-Coopers LLP as Auditors of the Company | 131,577,400 | 131,324,996 | N/A | 252,404 | Nil |
| Resolution 3 ? Re-approval of the Company's Stock Option Plan (1) | 127,255,254 | 126,943,131 | 309,923 | 2,200 | Nil |
| Resolution 4 ? Approval of Amendments to the Company's Stock Option Plan(1) | 127,255,254 | 126,916,600 | 316,454 | 22,200 | Nil |
| Resolution 5 ? Ratification and approval of the issuance of 17,800,000 Shares pursuant to a Placement with the EBRD (2) | 130,842,497 | 130,547,749 | 270,548 | 24,200 | Nil |
| (1) | Excludes 3,587,243 votes cast by proxy by directors of the Company. | |
| (2) | Excludes nil votes by EBRD or any associates of EBRD. |
A total of 132,618,497 common shares were voted in connection with the election of the directors and for resolutions 3, 4 and 5 above, representing approximately 35.09% of the issued and outstanding common shares of the Company eligible to vote at the Meeting. A total of 133,353,400 common shares were voted in connection with resolution 2 above, representing approximately 35.28% of the issued and outstanding common shares of the Company eligible to vote at the Meeting. 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.
About Euro Manganese Inc.
Euro Manganese Inc. is a battery materials company whose principal focus is advancing the development of the Chvaletice Manganese Project, in which it holds a 100% interest. The proposed Project entails re-processing a significant manganese deposit hosted in mine tailings from a decommissioned mine, strategically located in the Czech Republic. The Company's goal is to become a leading, competitive and environmentally superior primary producer of ultra-high-purity Manganese Products in the heart of Europe, serving the lithium-ion battery industry, as well as other high-technology applications.
Authorized for release by the CEO of Euro Manganese Inc.
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.
| Contact: Euro Manganese Inc. | |
| Matthew James President & CEO +44 747 229 66 88 E-mail: [email protected] Website: www.mn25.ca | Fausto Taddei Vice President, Corporate Development & Corporate Secretary +604-681-1010 ext. 105 |
| Company Address: #709 -700 West Pender St., Vancouver, British Columbia, Canada, V6C 1G8 | |
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