9 nominees · 3 ballot items.
Shareholders will vote to set the number of directors at nine, elect nine directors, and appoint Grant Thornton LLP (USA) as auditor (and authorize the directors to fix the auditor’s remuneration).
Shareholders are asked to approve an ordinary resolution to set the board size at nine directors.
This proposal asks shareholders to approve an ordinary resolution to set the size of the Board at nine directors. Management is seeking this vote to formalize the Board composition and to enable the nomination and election of the nine individuals identified under the election slate. The request is part of normal governance housekeeping but has real implications for Board oversight, committee composition and the range of skills represented. The Circular indicates the Corporate Governance and Nominating Committee evaluated Board needs and recommended nominees with complementary skills in mining operations, finance, audit, permitting, and sustainability, and management proposes the slate in concert with setting board size. The Board unanimously recommends a vote FOR, and the proxies named in the form will vote FOR the resolution absent contrary instructions, signalling management’s view that nine directors best support the company’s strategy and oversight needs. Because the election is uncontested, plurality rules apply, and the company’s Majority Voting Policy creates processes if any nominee receives more withheld votes than for votes. Approving the resolution allows the Company to proceed with the planned slate and maintain continuity in governance during a stage of development and recapitalization described elsewhere in the Circular. Lastly, broker discretionary voting rules permit brokers to vote on this item, reducing the risk of broker non-votes affecting the outcome.
Election of nine directors to serve until the next annual meeting.
Appointment of Grant Thornton LLP (USA) as auditor for the ensuing year and authorization for the directors to fix the auditor’s remuneration.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Condire Management, LP | 9.52% | 82,103,559 | $125M |
| 2 | SPROTT INC. | 4.16% | 35,862,753 | $54M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 2.80% | 24,162,128 | $37M |
| 4 | Nokomis Capital, L.L.C. | 2.57% | 22,177,102 | $34M |
| 5 | VAN ECK ASSOCIATES CORP | 2.53% | 21,794,464 | $33M |
| 6 | Pale Fire Capital SE | 2.42% | 20,843,056 | $32M |
| 7 | Orion Resource Partners LP | 1.45% | 12,537,281 | $19M |
| 8 | Trek Financial, LLC | 1.36% | 11,718,501 | $18M |
| 9 | Amundi | 1.11% | 9,544,702 | $15M |
| 10 | MILLENNIUM MANAGEMENT LLC | 1.09% | 9,417,536 | $14M |
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