The Arrangement Resolution required approval from at least 66 2/3% of the votes cast by Rome Shareholders present at the Meeting or represented by proxy and entitled to vote at the Meeting. The Arrangement also required a simple majority of the votes cast by Rome Shareholders, excluding the votes cast by certain persons as required by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ('MI 61-101').
Rome Shareholders also approved the Mont Agoma Term Sheet Resolution, the MRDC Term Sheet Resolution and the Exercise of Rights Under Palm Option Resolution each of which required disinterested shareholder approval; i.e. approval from a simple majority (i.e., more than half) of the votes cast on each of the Mont Agoma Term Sheet Resolution, the MRDC Term Sheet Resolution and the Exercise of Rights Under Palm Option Resolution, respectively, by Rome Shareholders present in person or represented by proxy and entitled to vote at the Meeting, excluding for this purpose the votes attached to those Rome Shares that are held or controlled by those Rome Shareholders who, with respect to each such resolution, are related parties of
Voting Results
Arrangement Resolution
Of the votes cast at the Meeting with respect to the Arrangement, an aggregate 71,226,000 Rome Shares were voted in favour of the Arrangement Resolution, representing 100.0% of the votes cast.
Of the votes cast excluding certain persons as required by MI 61-101, an aggregate 22,053,720 Rome Shares were voted in favour of the Arrangement Resolution, representing 100.0% of the votes cast.
Mont Agoma Term Sheet Resolution
Of the votes cast at the Meeting with respect to the Mont Agoma Term Sheet, an aggregate 71,226,000 Rome Shares were voted in favour of the Mont Agoma Term Sheet Resolution, representing 100.0% of the votes cast.
Disinterested Rome Shareholders voted an aggregate 47,476,000 Rome Shares in favour of the Mont Agoma Term Sheet Resolution, representing 100.0% of the votes cast.
MRDC Term Sheet Resolution
Of the votes cast at the Meeting with respect to the MRDC Term Sheet, an aggregate 71,226,000 Rome Shares were voted in favour of the MRDC Term Sheet Resolution, representing 100.0% of the votes cast.
Disinterested Rome Shareholders voted an aggregate 47,476,000 Rome Shares in favour of the MRDC Term Sheet Resolution, representing 100.0% of the votes cast.
Exercise of Rights Under Palm Option Resolution
Of the votes cast at the Meeting with respect to the exercise of rights under the Palm Term Sheet and the assignment of such rights to Pathfinder under the Assignment and Assumption Agreement, an aggregate 71,226,000 Rome Shares were voted in favour of the Exercise of Rights Under Palm Option Resolution, representing 100.0% of the votes cast. All votes cast with respect to the Exercise of Rights Under Palm Option Resolution were held by disinterested Rome Shareholders.
Final Order
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