Marimaca Announces Results From Annual General and Special Meeting
News Release
Marimaca Announces Results From Annual General and Special Meeting
Vancouver, British Columbia, May 26, 2022 – Marimaca Copper Corp. (“Marimaca Copper” or the “Company”) (TSX: MARI) is
pleased to report that all of its incumbent directors were re-elected at its annual general meeting of shareholders, held virtually
via webcast on Wednesday 25, 2022 (the “Meeting”). Below are the detailed results of the votes cast by ballot (including votes
cast by proxy) at the Meeting on the election of the Company’s directors:
VOTES FOR
VOTES
WITHHELD
PERCENTAGE OF
VOTES FOR
Hayden Locke 55,620,550 25,116 99.94%
Alan J. Stephens 55,618,971 25,116 99.94%
Colin Kinley 55,618,625 324,802 99.94%
Michael Haworth 55,566,084 25,212 99.85%
Clive Newall 55,641,498 2,167 99.98%
Tim Petterson 55,642,585 2,167 99.98%
At the Meeting, shareholders also (i) authorized the Company to appoint PricewaterhouseCoopers LLP, Chartered Professional
Accountants, as auditors of the Company for the ensuing year and authorize the board of directors of the Company (the
“Board”) to determine the remuneration to be paid to the auditors and (ii) authorized t he Company to implement a warrant
early exercise incentive program (the “ Warrant Early Exercise Incentive Program ”), as more particularly described in the
Company’s management information circular dated April 28, 2022 and filed under the Company’s SEDAR pr ofile at
www.sedar.com (the “Circular”). In accordance with the requirements of the Toronto Stock Exchange (the “TSX”), the Warrant
Early Exercise Incentive Program was approved by a majority of “disinterested shareholders”, being shareholders of the
Company who do not also hold Warrants (as defined below).
Please see the Company’s report of voting results filed under the Company’s SEDAR profile at www.sedar.com for the detailed
results of all votes received on the matters presented to shareholders at the Meeting.
Warrant Early Exercise Incentive Program
The Company sought approval for the Warrant Early Exercise Program in order to provide the Company with a mechanism to
provide an incentive for the early exercise of its common share purchase warrants (the “Warrants”). The Company currently
has 11,069,054 Warrants issued and outstanding, each of which entitles the holder (a “Warrantholder”) to acquire one common
share of the Company (a “Common Share”) for an exercise price of $4.10 per share at any time up to and including December
3, 2022.
As set forth in more detail in the Circular, the Company is only authorized to proceed with the Warrant Early Exercise Incentive
Program in certain circumstances and on certain terms (the “Approved Terms”). In particular:
• any adoption of the Warrant Early Exercise Incentive Program will be subject to receipt of all required regulatory
approvals, including without limitation the approval of the TSX;
• the Company will not adopt the Warrant Early Exercise Incentive Program unless the “market price” of the Common
Shares (as determined in accordance with Part I of the TSX Company Manual) on the date the Board approves the
Warrant Early Exercise Incentive Program is equal to or greater than $4.75 (the “Minimum Market Price”);
• if adopted, the Warrant Early Exercise Incentive Program will be open for a period not to exceed 30 days following
the Company’s first public announcement of the program (the “Incentive Period”) and, subject to compliance with
applicable securities laws, will entitle each Warrantholder who exercises a Warrant in accordance with its terms
during the Incentive Period to receive, in addition to one Common Share, up to one additional warrant (an “Incentive
Warrant”) entitling the holder thereof to acquire one Common Share;
• the Incentive Period will commence no later than September 3, 2022;
• the exercise price of the Incentive Warrants will be fixed at a price that represents a premium of at least 25% to the
market price of the Common Shares on the date the Board approves the Warrant Early Exercise Incentive Program;
• each Incentive Warrant will expire no later than three years following the date on which the Warrant Early Exercise
Incentive Program is launched;
• the Incentive Warrants will have standard anti-dilution provisions consistent with the anti-dilution provisions included
in the existing Warrants; and
• in order to receive Incentive Warrants on exercise of their Warrants, Warrantholders subject to U.S. securities will be
required to qualify for an applicable exemption from registration under the U.S. Securities Act of 1933, as amended.
Management of the Company has reviewed the Company’s capital structure and capital requirements, and has determined that
implementing a Warrant Early Exercise Incentive Program in accordance with the Approved Terms would be an ef fective tool
for financing its short to near -term capital requirements. See “Warrant Early Exercise Incentive Program – Rationale for
Adopting Warrant Early Exercise Incentive Program” in the Circular for additional information.
If the Company chooses to implement a Warrant Early Exercise Incentive Program in accordance with the Approved Terms, it
will issue and file a press release describing the specific terms and conditions of the Warrant Early Exercise Incentive Prog ram
and provide written notice to Warrantholders in accordance with the notice provisions set forth in their respective Warrants.
In particular, the press release and written notice will provide details as to (i) the number of Incentive Warrants that will be
issued to Warrantholders who exercise their Warrants during the Incentive Period, (ii) the expiry date of the Incentive Warrants
and (iii) the exercise price of the Incentive Warrants. Under the Approved Terms, the maximum term of the Incentive Warrants
will not exceed three years and the exercise price of the Incentive Warrants will not be less than $5.94.
Contact Information
Tavistock
+44 (0) 207 920 3150
Jos Simson/Oliver Lamb / Nick Elwes
Forward Looking Statements
This news release includes certain “forward-looking statements” under applicable Canadian securities legislation, including
with respect to the effectiveness of the Warrant Early Exercise Incentive Program as a tool to finance the Company’s short to
near-term capital requirements. 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. Forward-looking statements reflect the
beliefs, opinions and projections on the date the statements are made and are based upon a number of assumptions and
estimates that, while considered reasonable by Marimaca Copper, are inherently subject to significant business, economic,
competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual
results, performance or achievements to be materially different from the results, performance or achievements that are or
may be expressed or implied by such forward-looking statements and the parties have made assumptions and estimates
based on or related to many of these factors. Such factors include, without limitation, risks related to share price and market
conditions, the inherent risks involved in the mining, exploration and development of mineral properties, uncertainties
related to the necessity of financing, the availability of and costs of financing needed in the future as well as those factors
disclosed in the annual information form of the Company dated March 25, 2022 and other filings made by the Company with
the Canadian securities regulatory authorities (which may be viewed at www.sedar.com). Accordingly, readers should not
place undue reliance on forward-looking statements. Marimaca Copper undertakes no obligation to update publicly or
otherwise revise any forward-looking statements contained herein whether as a result of new information or future events or
otherwise, except as may be required by law.
Neither the Toronto Stock Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for
the adequacy or accuracy of this release.