Tetra Bio-Pharma Announces Voting Results of 2022 Annual General and Special Meeting

Rhea-AI Summary

Tetra Bio-Pharma Inc. (TSX: TBP, OTCQB: TBPMF) held its annual general meeting on May 30, 2022, where all resolutions, except for a proposed share consolidation, were approved. The election results confirmed all five management-nominated directors, with Guy Chamberland receiving 72.53% votes in favor. PricewaterhouseCoopers LLP was appointed as auditors with 96.71% approval. Additionally, the shareholders voted in favor of granting share warrants to Investissement Québec, with 88% support. A resolution to change the registered office to Québec was also approved.

Positive

• All resolutions except the share consolidation were approved.
• Five management-nominated directors were elected, indicating strong support.
• PricewaterhouseCoopers LLP was appointed as auditors with high approval (96.71%).
• Shareholder support for IQ Warrant Resolution was robust at 88%.
• The move to change the registered office to Québec was also approved (83.22%).

Negative

• The proposed share consolidation was not approved, potentially limiting stock liquidity.

OTTAWA, ON, May 31, 2022 /PRNewswire/ - Tetra Bio-Pharma Inc. ("Tetra" or the "Company") (TSX: TBP) (OTCQB: TBPMF) (FRA: JAM1), a leader in cannabinoid-derived drug discovery and development, held its annual general and special meeting (the "Meeting") of its holders of common shares (the "Shareholders") virtually on May 30, 2022. The Company is pleased to announce that all matters presented for approval at the Meeting were approved, except with respect to the proposed share consolidation of the issued and outstanding common shares of the Company, as further detailed below. The complete voting results for each item of business at the Meeting are presented below.

Election of Directors

The Board of Directors of the Corporation had fixed at five the number of directors to be elected at the Meeting. Following the vote at the Meeting, each of the five (5) nominees proposed by management of the Company were elected as directors of the Company until the next annual meeting of the Shareholders or until they are earlier replaced, with the following results. All the nominee directors were members of the board of directors of the Company (the "Board") prior to the Meeting.

Nominee	Votes For	% Votes For	Votes Withheld	% Votes Withheld
Guy Chamberland	68,973,628	72,53	26,126,575	27.47
Brent Norton	73,316,430	77.09	21,783,773	22.91
Dale Weil	77,095,010	81.07	18,005,193	18.93
Catherine Auld	78,639,590	82.69	16,460,613	17.31
John Kim	81,112,809	85.29	13,987,394	14.71

 

Appointment of Independent Auditors

Following the vote at the Meeting, PricewaterhouseCoopers LLP, Chartered Professional Accountants, was appointed as the independent auditors of Tetra, as successor auditors of the Company in place of McGovern Hurley LLP, and the Board was authorized to fix the remuneration of the auditor, with the following results:

Votes For	% Votes For	Votes Withheld	% Votes Withheld
111,411,759	96.71	3,789,241	3.29

 

Other Resolutions

A ballot was also conducted with respect to an ordinary resolution (the "IQ Warrant Resolution") of the Shareholders approving the grant of common share purchase warrants to Investissement Québec, having an exercise price lower than market price, upon the terms and in accordance with the provisions of the offer letter from Investissement Québec dated February 4, 2022 and all as more described in the management information circular dated April 19, 2022 filed in connection with the Meeting. Following the vote at the Meeting, the IQ Warrant Resolution was adopted with the following results:

Votes For	% Votes For	Votes Against	% Votes Against
83,689,465	88.00	11,410,738	12.00

 

A ballot was conducted with respect to a special resolution of the Shareholders approving the amendment of the Company's articles to change the location of the Company's registered office from the Province of Ontario to the Province of Québec (the "Registered Office Resolution"), at a time to be determined at the discretion of the Board. Following the vote at the Meeting, the Registered Office Resolution was adopted with the following results:

Votes For	% Votes For	Votes Against	% Votes Against
79,141,241	83.22	15,958,962	16.78

 

Lastly, Shareholders were also presented with a special resolution of the Shareholders authorizing the Board to amend the articles of the Company to effect a consolidation (the "Share Consolidation") of all of the issued and outstanding common shares of the Company on the basis of a consolidation ratio to be selected by the Board within a range between ten (10) pre-consolidation Common Share for one (1) post-consolidation Common Share and thirty (30) pre-consolidation Common Shares for one (1) post-consolidation Common Share, and to be effected at a time to be determined at the discretion of the Board, provided that such date shall be before May 30, 2023. Following the vote at the Meeting, the Share Consolidation was not approved.

Votes For	% Votes For	Votes Against	% Votes Against
75,437,655	65.48	39,763,345	34.52

 

Please refer to the Company's report of voting results filed under the Company's SEDAR profile at www.sedar.com on May 31, 2022 for further details on the above matters.

Virtual Meeting

This year again, the Company held its Meeting as a virtual only meeting, where all Shareholders regardless of geographic location had an equal opportunity to participate at the Meeting. The virtual-only format for the Meeting also helped to mitigate health and safety risks to the community, shareholders, employees, and other stakeholders in light of the continuing COVID-19 environment.

About Tetra Bio-Pharma Inc.

Tetra Bio-Pharma (TSX: TBP) (OTCQB: TBPMF) (FRA:JAM1) is a leader in cannabinoid-derived drug discovery and development with a FDA and a Health Canada cleared clinical program aimed at bringing novel prescription drugs and treatments to patients and their healthcare providers. Their evidence-based scientific approach has enabled them to develop a pipeline of cannabinoid-based drug products for a range of medical conditions, including pain, inflammation, and oncology. With patients at the core of what they do, Tetra Bio-Pharma is focused on providing rigorous scientific validation and safety data required for inclusion into the existing biopharma industry by regulators, physicians and insurance companies.

For more information visit: www.tetrabiopharma.com

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SOURCE Tetra Bio-Pharma Inc.

FAQ

What were the voting results for Tetra Bio-Pharma's annual meeting on May 30, 2022?

At the annual meeting, all resolutions were approved except for the proposed share consolidation, which did not receive sufficient support.

Who were elected as directors during Tetra Bio-Pharma's meeting?

The nominees elected were Guy Chamberland, Brent Norton, Dale Weil, Catherine Auld, and John Kim, with strong majority votes.

What percentage of votes supported the appointment of new auditors for Tetra Bio-Pharma?

The appointment of PricewaterhouseCoopers LLP as auditors received 96.71% approval.

How did shareholders respond to the IQ Warrant Resolution?

The IQ Warrant Resolution was adopted with 88% of votes in favor.

Did Tetra Bio-Pharma approve the share consolidation proposal?

No, the share consolidation proposal was not approved, with 65.48% votes against it.