Continental Gold Announces Voting Results of Annual General Meeting, Including Shareholder Approval of Internal Reorganization
TORONTO, ONTARIO--(Marketwired - Jun 4, 2015) - Continental Gold Ltd. (TSX:CNL)(OTCQX:CGOOF) ("Continental" or the "Company") announces the voting results of its 2015 annual general meeting (the "Meeting") held earlier today.
Election of Directors
At the Meeting, all nominees listed in the Company's management information circular dated April 30, 2015 (the "Circular") were elected as directors of the Company. Shareholders present in person or represented by proxy at the Meeting voted as follows:
| Nominee | Number of Shares | Percentage of Votes Cast | ||||
| For | Against | Abstain | For | Against | Abstain | |
| Leon Teicher | 77,807,939 | 4,877,784 | 10,300 | 94.09 | 5.90 | 0.01 |
| Ari B. Sussman | 77,840,818 | 4,845,105 | 10,100 | 94.13 | 5.86 | 0.01 |
| Claudia Jiménez | 82,462,593 | 213,330 | 20,100 | 99.72 | 0.26 | 0.02 |
| Gustavo J. Koch | 77,842,613 | 4,843,310 | 10,100 | 94.13 | 5.86 | 0.01 |
| Paul J. Murphy | 82,589,473 | 96,450 | 10,100 | 99.87 | 0.12 | 0.01 |
| Kenneth G. Thomas | 80,856,447 | 1,829,476 | 10,100 | 97.78 | 2.21 | 0.01 |
| Timothy A. Warman | 68,609,046 | 14,076,877 | 10,100 | 82.97 | 17.02 | 0.01 |
As announced on May 29, 2015, René Marion was appointed as a director of the Company. Under Bermuda company law, the Company was unable to add Mr. Marion to the nominees listed in the Circular for election as a director at the Meeting. Continental therefore appointed Mr. Marion as a director following the Meeting to fill the existing vacancy on the board of directors of the Company (the "Board"). Also following the Meeting, independent director Kenneth G. Thomas was appointed Lead Director of the Board, where his responsibilities include coordinating activities and calling meetings of the independent directors and serving as liaison between the Executive Chairman and independent directors.
Internal Reorganization
At the Meeting, Continental shareholders approved the previously-announced internal reorganization of the Company by way of scheme of arrangement (the "Scheme") under Bermuda law, as further described in the Circular. On June 9, 2015, the Company will apply to the Supreme Court of Bermuda for an order sanctioning the Scheme.
Reappointment of Auditors
At the Meeting, PricewaterhouseCoopers LLP were reappointed as auditors of the Company to hold office until the close of the next annual general meeting of the Company, and the Board was authorized to fix their remuneration.
Amendment to Deferred Share Unit Plan and Unallocated Stock Options
At the Meeting, the amendment to the deferred share unit plan of the Company (the "DSU Plan"), as set out in the Circular, was ratified, confirmed and approved. In addition, all unallocated stock options issuable under the Company's stock option plan (the "Stock Option Plan"), as set out in the Circular, was approved.
As announced on May 29, 2015, the Company amended the DSU Plan and the Stock Option Plan in order to continue to align itself with leading governance practices. In particular, the amendments added non-employee director participation limits and amendment provisions that require shareholder approval for certain types of changes to the plans. Please refer to the Company's press release dated May 29, 2015 for further details regarding the amendments.
Restricted Share Unit Plan
At the Meeting, a restricted share unit plan of the Company, as set out in the Circular, was ratified, confirmed and approved.
The formal report of voting results with respect to all matters voted upon at the Meeting will be filed on SEDAR at www.sedar.com.
About Continental Gold
Continental Gold Ltd. is an advanced-stage exploration and development company with an extensive portfolio of 100%-owned gold projects in Colombia. Formed in April 2007, the Company - led by an international management team with a successful track record of discovering and developing large high-grade gold deposits in Latin America - is focused on advancing its high-grade Buriticá gold project to production.
Forward-Looking Statements
This press release contains or refers to forward-looking information under Canadian securities legislation concerning the Company, including with respect to the required court order sanctioning the Scheme, and is based on current expectations that involve a number of significant business risks and uncertainties. Forward-looking statements are subject to other factors that could cause actual results to differ materially from expected results. Readers should not place undue reliance on forward-looking statements. Specific reference is made to the Company's most recent Annual Information Form filed on Continental's SEDAR profile for a discussion of some of the factors underlying forward-looking statements. All of the forward-looking statements made in this press release are qualified by these cautionary statements, and are made as of the date hereof. The Company assumes no responsibility to update them or revise them to reflect new events or circumstances, other than as required by law.