TORONTO, ON / ACCESSWIRE / June 27, 2024 / Cerrado Gold Inc. (TSXV:CERT)(OTCQX:CRDOF) (“Cerrado” or the “Company“) is pleased to announce that at its Annual and Special Meeting (the “Meeting“) of shareholders (“Shareholders“) of the Company held earlier today, all resolutions presented to Shareholders were approved overwhelmingly. Details of the voting results are set out below.
Meeting Voting Results
A total of 40,637,097 common shares were voted at the Meeting, representing 39.490% of the votes attached to all outstanding common shares of the Company. All resolutions presented for Shareholder approval at the Meeting were duly authorized and approved as follows:
Election of Directors
The Shareholders elected each of the eight nominees listed in the Company’s Management Proxy Circular (the “Circular“) dated May 29, 2024. Details of the voting results are as follows:
|
Name |
Votes For |
% |
Votes Withheld |
% |
|
Maria Virginia Anzola |
35,537,458 |
98.078% |
696,287 |
1.922% |
|
Mark Brennan |
34,969,592 |
96.511% |
1,264,153 |
3.489% |
|
Robert Campbell |
35,276,658 |
97.359% |
957,087 |
2.641% |
|
Christopher Jones |
35,549,658 |
98.112% |
684,087 |
1.888% |
|
Kurt Menchen |
35,372,158 |
97.622% |
861,587 |
2.378% |
|
Jad Salomão |
35,049,358 |
96.731% |
1,184,387 |
3.269% |
|
Elmer Prata Salomão |
34,921,458 |
96.378% |
1,312,287 |
3.622% |
|
Robert Sellars |
35,517,158 |
98.022% |
716,587 |
1.978% |
Appointment of Auditors
The resolution to re-appoint KPMG LLP (“KPMG”) as auditors of the Company for the ensuing year, with their remuneration to be fixed by the board of directors was varied, as the Company received notice of resignation from KPMG after the publication of the circular dated May 29, 2024 on SEDAR+. Upon receiving the notice of KPMG, the Company appointed McGovern Hurley LLP to fill the auditor vacancy. At the meeting, the board varied the resolution so that McGovern Hurley LLP would be elected as auditors of the Company for the ensuing year, with their remuneration to be fixed by the board of directors. Details of the voting results are as follows:
|
Total Votes |
% of Votes Cast |
|
|
Votes For |
40,337,083 |
99.262% |
|
Votes Withheld |
300,014 |
0.738% |
|
Total Votes Cast |
40,637,097 |
100% |
Approval of the Sale of Serra Alta Mineração Ltda.
The Shareholders approved the previously announced proposed arm’s length sale by the Company to Amarillo Mineração Do Brasil Ltda., a subsidiary of Hochschild Mining PLC, of all of the issued and outstanding shares of the Company’s subsidiary, Serra Alta Mineração Ltda., which holds the Company’s Monte Do Carmo project in Brazil (the “Transaction“).
|
Total Votes |
% of Votes Cast |
|
|
Votes For |
34,987,215 |
96.560% |
|
Votes Against |
1,132,623 |
3.126% |
|
Votes Withheld |
113,907 |
0.314% |
|
Total Votes Cast |
36,233,745 |
100% |
Shareholder approval of the Transaction marks a significant milestone towards the closing of the Transaction, the terms and conditions of which are set out in the option agreement (the “Option Agreement“) dated March 4, 2024, entered into among the Company, Amarillo Mineração Do Brasil Ltda., Hochschild Mining PLC and Serra Alta Mineração Ltda. The TSXV provided conditional approval of the Transaction on June 17, 2024.
The closing of the Transaction is subject to the satisfaction or waiver of the remaining conditions set out in the Option Agreement as well as the final approval of the TSXV. Please see the news release (the “News Release“) of the Company dated March 5, 2024, and the Circular, for a comprehensive description of the Transaction and Option Agreement.
In accordance with the provisions of a Loan Agreement among the Company, as borrower, and Amarillo Mineração do Brasil Ltda, as lender (the “Lender“), dated March 4, 2024 (the “Loan Agreement“), immediately following the shareholders’ approval of the Transaction, all of the credit obligations owing by the Company and two of its subsidiaries, Serra Alta Mineração Ltda and Serra Alta Participações Imobiliárias S.A., to the Lender under the Loan Agreement were deemed to have been repaid in full and therefore the Loan Agreement terminated. In accordance with the Loan Agreement, the amount outstanding that has been deemed to have been repaid shall be applied as partial consideration payable by the Lender to complete the Transaction.
The Option Agreement, the News Release and the Circular can be found on the Company’s issuer profile on SEDAR+ at www.sedarplus.ca.
The Company also wishes to announce that Kurt Menchen is stepping down from his role as President & Country Manager, Brazil. Mr. Menchen will remain a director of the Company. Management and the Board wish to express their sincere gratitude to Mr. Menchen for all his contributions advancing the Monte do Carmo Project in Brazil.
About Cerrado
Cerrado Gold is a Toronto-based gold production, development, and exploration company focused on gold projects in South America. The Company is the 100% owner of both the producing Minera…
Read More: Cerrado Gold Announces Successful Results of Annual and Special Meeting of