Original News Release
Infinitum Copper shareholders approve AGM resolutions
Mr. Alex Gostevskikh reports
INFINITUM ANNOUNCES RESULTS OF ANNUAL GENERAL AND SPECIAL MEETING AND SHAREHOLDER APPROVAL OF KENADYR TRANSACTION
Infinitum Copper Corp. has released the voting results on matters considered at its annual general and special meeting of shareholders held on Sept. 18, 2025, as well as an update on the previously announced transaction with Kenadyr Metals Corp.
A summary of the meeting results is as follows.
Number of directors
The number of directors was set at four. The company received votes with respect to setting the number of directors, as detailed in an attached table.
Election of directors
The nominees listed on the management information circular dated Aug. 13, 2025, were elected as directors of the company to hold office for the ensuing year or until their successors are elected or appointed. The company received votes with respect to the election of the four nominees, as detailed in an attached table.
Appointment of auditor
De Visser Gray LLP was appointed the auditor of the company to hold office until the close of the next annual meeting of shareholders or until its successor is appointed, and the directors of the company were authorized to fix the remuneration of the auditor. The company received votes with respect to the election of the auditor, as detailed in an attached table.
Ratification and confirmation of equity incentive plan
The shareholders approved the company's equity incentive plan. The company received votes with respect to the equity incentive plan, as detailed in an attached table.
Sale of Exploraciones Margarita S.A.
The shareholders approved, as a special resolution of disinterested shareholders, the sale and disposition by the company to Kenadyr of all the outstanding shares in the capital of Exploraciones Margarita S.A. de C.V. (EMSA), as more particularly set out in the circular.
The company received votes with respect to the sale and disposition of EMSA, as detailed in an attached table.
Update on Kenadyr transaction
As announced on June 20, 2025, the Company cntered into a definitive share purchase agreement dated June 13, 2025, with Kenadyr to sell 100 per cent of the issued and outstanding shares of EMSA.
Following shareholder approval at the meeting, the company has now satisfied one of the key conditions to closing under the agreement. The transaction remains subject to final approval of the TSX Venture Exchange and satisfaction or waiver of other customary closing conditions.
The terms of the agreement remain as follows:
$100,000 in cash (of which a deposit of $25,000 has been paid);
1,842,719 Kenadyr common shares, which are subject to voluntary resale restrictions with releases occurring over a period of 18 months.
In addition, for a period of 12 months following the closing of the sale, upon Kenadyr closing any equity financing up to and totalling $3.5-million, Kenadyr will issue to Infinitum as a postclosing payment and, for no additional consideration, such number of additional shares that will result in Infinitum continuing to hold 9.0 per cent of the outstanding shares of Kenadyr, to a maximum of 2,588,000 additional shares.
Kenadyr and Infinitum are arm's-length parties. The transaction represents a reviewable disposition under TSX Venture Exchange Policy 5.3, as it constitutes a sale of the majority of the company's assets. Consequently, Infinitum may be reclassified to the NEX board upon closing, should it no longer meet the TSX-V's continued listing requirements.
The company will provide further updates once all regulatory approvals have been received and closing is imminent.
We seek Safe Harbor.
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