TORONTO, February 26, 2021 (GLOBE NEWSWIRE) – Tanzanian Gold Corporation (TSX:TNX)(NYSE MKT:TRX) (the “Company”) announces the voting results from its 2021 annual general and special meeting held on February 25, 2021.
A total of 61,239,388 common shares were voted representing 29.28% of the issued and outstanding common shares of the Company. Shareholders voted in favour of all items of business before the Meeting, as follows:
| Item Voted Upon | Result of Vote | |
| Set the number of directors at six | Votes For | Votes Against |
| 48,671,309 (97.21%) | 1,395,199 (2.79%) | |
| Appoint James E. Sinclair as director | Votes For | Votes Withheld |
| 48,827,174 (97.53%) | 1,239,334 (2.47%) | |
| Appoint Norman Betts as director | Votes For | Votes Withheld |
| 50,042,466 (99.95%) | 24,042 (0.05%) | |
| Appoint William Harvey as director | Votes For | Votes Withheld |
| 49,959,718 (99.79%) | 106,970 (0.21%) | |
| Appoint Rosalind Morrow as director | Votes For | Votes Withheld |
| 50,053,073 (99.97%) | 13,435 (0.03%) | |
| Appoint Andrew Cheatle as director | Votes For | Votes Withheld |
| 48,788,524 (97.45%) | 1,277,984 (2.55%) | |
| Appoint Stephen Mullowney as director | Votes For | Votes Withheld |
| 48,778,524 (97.43%) | 1,287,984 (2.57%) | |
| Appointment of Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants, as auditors and authorize the directors to fix the remuneration of the auditors. | Votes For | Votes Withheld |
| 60,889,068 (99.80%) | 121,306 (0.20%) | |
| Approval of Shareholder Rights Plan | Votes For | Votes Against |
| 48,781,324 (97.43%) | 1,285,184 (2.57%) | |
Adoption of Shareholder Rights Plan
The Shareholder Rights Plan (the “Plan”) will ensure the fair and equal treatment of shareholders in connection with any takeover bid for common shares of the Company (the “Common Shares”). The Plan is similar to rights plans adopted by other companies and has not been adopted in response to any pending or threatened takeover bid for the Company nor is the Company aware of any such effort. The primary objective of the Plan is to provide shareholders with adequate time to properly assess a takeover bid without undue pressure. It will also provide the Company’s board of directors (the “Board”) with more time to fully consider an unsolicited takeover bid and, if considered appropriate, to identify, develop and negotiate other alternative to maximize shareholder value.
The rights issued under the Plan will become exercisable only when a person (an “Acquiring Person”), including any party related to it, acquires or announces its intention to acquire beneficial ownership of Common Shares, which when aggregated with its current holdings total 20% or more of the outstanding Common Shares without complying with the “Permitted Bid” provisions of the Plan or without approval of the Board. In the event a takeover bid does not meet the Permitted Bid requirements of the Plan, the rights will entitle shareholders, other than the Acquiring Person, to purchase additional Common Shares at a substantial discount to the market price of the Common Shares at that time.
Under the Plan, those bids that meet certain requirements intended to protect the interests of all shareholders are deemed to be “Permitted Bids”. Permitted Bids must be made by way of a takeover bid circular prepared in compliance with applicable securities laws and, among other conditions, must remain open for at least 105 days.
The Plan must be reconfirmed at the Company’s annual meeting of shareholders to be held in 2024 and every third annual meeting thereafter or it will expire. The Plan may also be terminated at an earlier time in accordance with the terms of the Plan.
