Calgary, Alberta--(Newsfile Corp. - February 15, 2022) - Marvel Biosciences Corp. (TSXV: MRVL) and its wholly-owned subsidiary, Marvel Biotechnology Inc. (collectively the "Company" or "Marvel"), is pleased to report the proxy tabulation ("Tabulation") from Odyssey Trust Company in connection with its Annual and Special Meeting of Shareholders held virtually on February 15, 2022 (the "Meeting"), as well as results from the Meeting.
The Tabulation is the final sum of the voting results of the Meeting and is the result of all the properly submitted proxies by shareholders in advance of the proxy cut-off time.
The Tabulation results are as follows:
| MOTIONS | NUMBER OF SHARES | PERCENTAGE OF VOTES CAST | |||||||
| FOR | AGAINST | WITHHELD/ABSTAIN | RESTRICTED | SPOILED | NON VOTE | FOR | AGAINST | WITHHELD/ABSTAIN | |
| Number of Directors | 13,668.375 | 0.00 | 0.00 | 0.00 | 100.00 | 0 | 0.00 | ||
| J. Roderick Matheson | 12,941,542 | 0.00 | 726,833 | 0.00 | 94.68 | 0 | 5.32 | ||
| Mark Williams | 13,668,375 | 0.00 | 0.00 | 0.00 | 100.00 | 0 | 0.00 | ||
| Neil A. Johnson | 13,667,375 | 0.00 | 1,000 | 0.00 | 99.99 | 0 | 0.01 | ||
| Jeremy Fehr | 12,941,542 | 0.00 | 726,833 | 0.00 | 94.68 | 0 | 5.32 | ||
| Appointment of Auditors | 13,668,375 | 0.00 | 0.00 | 0.00 | 100.00 | 0 | 0.00 | ||
| Adoption of New Form of Stock Option Plan | 4,787,933 | 790,333 | 0.00 | 8,090,049 | 0.00 | 85.83 | 14.17 | 0.00 | |
| Ratification of Option Grants to Directors and Officers | 5,207,993 | 790,333 | 0.00 | 7,670,049 | 0.00 | 86.82 | 13.18 | 0.00 | |
| Ratification of Option Grants to Consultants | 12,458,042 | 790,333 | 0.00 | 420,000 | 0.00 | 94.03 | 5.97 | 0.00 | |
At the Meeting, holders of common shares of Marvel: (i) received the financial statements and the auditor's report for the year ended July 31, 2021; (ii) fixed the number of directors to be elected at the Meeting at four; (iii) elected J. Roderick Matheson, Mark Williams, Neil Johnson and Jeremy Fehr to the Board of Directors; (iv) re-appointed MNP LLP as Marvel's auditors; (v) approved the Company's new form of stock option plan (the "Plan"); (vi) approved option grants under the Plan to the Company's directors and officers; and (vii) approved option grants under the Plan to certain of the Company's consultants.
Ms. Joanne Yan did not stand for re-election at the Meeting. Marvel and its Board wishes to extend its appreciation for Ms. Yan's guidance and service to the Company and its stakeholders.
The Company's Articles allow the directors, between annual general meetings, to appoint one or more additional directors of the Company to serve until the next annual general meeting but the number of additional directors shall not at any time exceed one-third of the number of directors who held office at the expiration of the last annual meeting.
Pursuant to the Company's Articles, immediately subsequent to the Meeting, the directors appointed S. Randall Smallbone as an additional director of the Company. Mr. Smallbone is the President, CEO and a Director of Astron Connect Inc. In addition, Mr. Smallbone is the Chair of the Board of Directors of both The Burlington Economic Development Corporation and Joseph Brant Hospital. He is also a Board member of Entourage Health Corp., Hanwei Energy Services Corp. and on the Advisory Board of Pneu-Hyd Industries Inc.
Mr. Smallbone has been the CFO of three Public Companies, Migao Corporation, KCP Income Fund and Decoma International Inc (Magna International Inc.). He was also on the Board of Norcast Income Fund and numerous other private and NFP Boards.
Following Mr. Smallbone's appointment to the Board, the directors of the Company are as follows: J. Roderick Matheson, Jeremy Fehr, Neil A. Johnson, S. Randall Smallbone and Mark Williams.
Following the Meeting the Board re-appointed the Company's officers as follows:
J. Roderick Matheson - Chairman of the Board and Chief Executive Officer
Dr. Mark Williams - President and Chief Science Officer
Harry Nijjar - Chief Financial Officer
Jacqueline Groot - Corporate Secretary
Gordon Bell - Director of Operations
Subsequent to Mr. Smallbone's appointment to the Board, the directors reconstituted the Board of Directors' committees as follows:
Audit Committee
S. Randall Smallbone (Chair)
Jeremy Fehr (Chair)
Neil A. Johnson
Corporate Governance &
Compensation Committee
Jeremy Fehr
Neil A. Johnson
S. Randall Smallbone
The Company also wishes to announce that, effective February 15, 2022, the directors have appointed Ms. Joanne Yan as a member of the Company's Advisory Board.
Further disclosure on the matters approved at the Meeting can be found in the Management Information Circular dated January 6, 2022 and filed on SEDAR on January 20, 2022.
Contact Information
Investor Relations:
Virtus Advisory Group
Tel: 416-644-5081
Email: info@virtusadvisory.com
Marvel Biosciences Corp.
Roderick (Rod) Matheson, Chief Executive Officer or
Dr. Mark Williams, President and Chief Science Officer
Tel: 403 770 2469
Email: info@marvelbiosciences.com
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accept responsibility for the adequacy or accuracy of this press release.
All information contained in this news release with respect to the Company and its subsidiary, (collectively, the "Parties") were supplied by Marvel, respectively, for inclusion herein and each parties' directors and officers have relied on each other for any information concerning such Party.
This news release may contain forward-looking statements and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the future plans and objectives of the Company are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the expectations of the Company and include other risks detailed from time to time in the filings made by the Company under securities regulations.
The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. As a result, the Company cannot guarantee that the above events on the terms will occur and within the time disclosed herein or at all. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.
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