Majority Voting Policy

November 2021

Majority Voting Policy

Whereas the Board of Directors (the “Board”) of Canadian Manganese Company Inc. (the “Corporation”) has determined that it is in the best interests of the Corporation to adopt and implement a Majority Voting Policy by adopting the following written policy (“Majority Voting Policy”). 

The Majority Voting Policy provides for the following:

  • Any director must immediately tender his or her resignation to the Board if he or she is not elected by a majority of the votes cast with respect to his or her election;
  • The Board shall determine whether or not to accept the resignation within 90 days after the date of the relevant security holders’ meeting and the Board shall accept the resignation absent exceptional circumstances;
  • The resignation will be effective when accepted by the Board;
  • A director who tenders a resignation pursuant to the Majority Voting Requirement will not participate in any portion of the meeting of the Board or any sub-committee of the Board at which the resignation is considered; and
  • The Corporation shall promptly issue a news release with the Board’s decision, a copy of which must be filed with the NEO Exchange (if the Board determines not to accept a resignation, the news release must fully state the reasons for that decision).

Adopted by Canadian Manganese Company Inc Board of Directors on November 17, 2021