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Zodiac Gold Announces AGSM Results and Completion of Previously Announced Shares for Debt Settlement
Vancouver, British Columbia--(Newsfile Corp. - September 24, 2024) - Zodiac Gold Inc. (TSXV: ZAU)...
About this update from Zodiac Gold Inc
[{"type":"text","content":"Zodiac Gold Announces AGSM Results and Completion of Previously Announced Shares for Debt SettlementVancouver, British Columbia--(Newsfile Corp. - September 24, 2024) - Zodiac Gold Inc. (TSXV: ZAU) (\"Zodiac Gold\" or the \"Company\"), is pleased to announce the results of voting at its Annual General and Special Meeting of shareholders held on September 23, 2024 (the \"AGSM\"). Shareholders voted in favour of all items put forward by the Board of Directors and Management. David Kol, Mark Kol, Douglas Cater, Graham Warren and Michael Demeter were all elected as Directors of the Company. The shareholders appointed McGovern Hurley LLP, Chartered Professional Accountants, as auditor of the Company, approved the Company's Equity Incentive Plan and a shares for debt settlement, all as set out in the Company's management information circular dated August 13, 2024, which can be found on SEDAR+. Shares for Debt SettlementAs previously announced on July 29, 2024, the Company has settled an aggregate of $215,555.50 owing to certain directors, officers and service providers of the Company by issuing a total of 2,155,555 Common Shares (the \"Settlement Shares\") to them at a price of $0.10 per share (the \"Debt Settlement\"). In accordance with TSX Venture Exchange (\"TSXV\") requirements, the issuance of certain of the Settlement Shares received disinterested shareholder approval. The issuance of the Settlement Shares was also approved by the disinterested members of the Board of Directors. Further details of the Debt Settlement are contained in the Company's management information circular dated August 13, 2024. All Settlement Shares are subject to a statutory hold period of four months and one day from the date of issuance. Because insiders were issued Settlement Shares, the Debt Settlement is considered to be a \"related party transaction\" as defined under the policies of the TSXV and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (\"MI 61-101\"). The Company relied on exemptions from the minority shareholder approval and formal valuation requirements applicable to the related party transactions under sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, as neither the fair market value of the Common Shares issued to the participating insiders nor the consideration received from th...