Trez Capital Senior Mortgage Investment Company Reports Voting Results of Annual and Special Meeting

TORONTO, May 6, 2021 /CNW/ – Trez Capital Senior Mortgage Investment Company (TSX: TZS) (the “Company“) announces the results of matters voted on at its  annual and special meeting of shareholders held on May 6, 2021 (the “Meeting“). There were 262 beneficial and/or registered shareholders represented in person or by proxy at the Meeting holding 4,293,115 Class A Shares, representing approximately 58.66% of the Company’s total issued and outstanding shares.

Each of the nominees for election as a director listed in the Company’s management information circular dated March 31, 2021 was elected as a director of the Company at the Meeting. In addition, all of the resolutions presented to the shareholders of the Company for consideration at the Meeting were approved, including the proposed name change of the Company to “Standard Mercantile Acquisition Corp.” The Company intends to file articles of amendment to change the name of the Company to Standard Mercantile Acquisition Corp. as soon as practicable. The change of name is subject to the final approval of the Toronto Stock Exchange.

Proxies in respect of the matters put before shareholders at the Meeting were received as follows:

1.         Election of Directors

Each of the nominees for election as directors listed in the management information circular of the Company dated March 31, 2021 was elected as a director of the Company for the ensuing year or until their successors are elected or appointed. Management received proxies in respect of the election of directors of the Company as follows:

Votes For

Votes Withheld

#

%

#

%

Jonathan Cowan

4,260,615

99.95%

2,300

0.05%

Jordan M. Kupinsky

4,131,415

96.92%

131,500

3.08%

Bradley Nathan

4,260,615

99.95%

2,300

0.05%

Kenneth Wiener

4,260,615

99.95%

2,300

0.05%

2.           Increase to Size of the Board of Directors

The resolution to increase the number of directors (the “Board“) of the Company from three to four was approved by at a majority of the votes cast by shareholders who voted in respect of the resolution present or represented by proxy at the Meeting. Management received proxies in respect of the such resolution as follows:

Votes For

Votes Against

#

%

%

%

4,260,015

99.93%

2,900

0.07%

3.         Appointment of Auditor

KPMG LLP, Chartered Accountants, was appointed auditor of the Company until the next annual meeting of shareholders at remuneration to be fixed by the Board. Management received proxies in respect of the appointment of the auditor of the Company as follows:

Votes For

Votes Withheld

#

%

#

%

4,292,115

99.98%

1,000

0.02%

4.           Name Change Resolution 

The special resolution authorizing an amendment to the articles of the Company to change the name of the Company to “Standard Mercantile Acquisition Corp.”, or such other name as the Board determines appropriate, and as may be acceptable to applicable regulatory authorities, at such time as may be determined by the Board, was approved by at least two-third of the votes cast by shareholders who voted in respect of the special resolution present or represented by proxy at the Meeting. Management received proxies in respect of the such resolution as follows:

Votes For

Votes Against

#

%

#

%

4,260,615

99.95%

2,300

0.05%

5.           Appointment of Directors Resolution

The special resolution authorizing an amendment to the articles of the Company to authorize the Board to appoint one or more additional directors in between meetings of shareholders up to a maximum of one-third of the number of directors elected at the previous meeting of shareholders was approved by at least two-third of the votes cast by shareholders who voted in respect of the special resolution present or represented by proxy at the Meeting. Management received proxies in respect of the such resolution as follows:

Votes For

Votes Against

#

%

#

%

4,260,615

99.95%

2,300

0.05%

6.           Registered Office Resolution

The special resolution authorizing an amendment to the articles of the Company to change the Province in which its registered office of the Company is situated from British Columbia to Ontario was approved by at least two-third of the votes cast by shareholders who voted in respect of the special resolution present or represented by proxy at the Meeting. Management received proxies in respect of the such resolution as follows:

Votes For

Votes Against

#

%

#

%

4,260,015

99.93%

2,900

0.07%

7.           Stock Option Plan Resolution

The resolution to ratify, confirm and approve the adoption of a rolling “evergreen” stock option plan of the Company, as previously approved by the Board, was approved by a majority of the votes cast by shareholders who voted in respect of the resolution present or represented by proxy at the Meeting. Management received proxies in respect of the such resolution as follows:

Votes For

Votes Against

#

%

#

%

4,127,689

96.83%

135,224

3.17%

8.           Option Grant Resolution 

The resolution to ratify, confirm and approve the grant of 365,903 stock options to the Chief Executive Officer of the Company, Mr. Jordan Kupinsky, was approved by a majority of the votes cast by shareholders who voted in respect of the resolution present or represented by proxy at the Meeting. Management received proxies in respect of the such resolution as follows:

Votes For

Votes Against

#

%

#

%

4,127,889

96.83%

135,024

3.17%

9.           Orderly Wind-up Amendment Resolution

The special resolution authorizing the Board to amend and restate the Orderly Wind-Up Plan of the Company was approved by at least two-third of the votes cast by shareholders who voted in respect of the special resolution present or represented by proxy at the Meeting. Management received proxies in respect of the such resolution as follows:

Votes For

Votes Against

#

%

#

%

4,260,415

99.94%

2,500

0.06%

Forward-Looking Statements

Certain statements in this press release contain forward-looking information, including statements relating to the timing and implementation of the approved amendments to the articles of the Company, including with respect to the name change of the Company. Such forward-looking information may be identified by words such as “anticipates”, “plans”, “proposes”, “estimates”, “intends”, “expects”, “believes”, “may” and “will”. The forward-looking statements are founded on the basis of expectations and assumptions made by the Company. Details of the risk factors relating to the Company and its business are discussed under the heading “Business Risks and Uncertainties” in the Company’s annual Management’s Discussion & Analysis for the year ended December 31, 2020 and under the heading “Risk Factors” in the Company’s Annual Information Form dated March 31, 2021, copies of which are available on the Company’s SEDAR profile at www.sedar.com. Most of these factors are outside the control of the Company. Investors are cautioned not to put undue reliance on forward-looking information. These statements speak only as of the date of this press release. Except as otherwise required by applicable securities statutes or regulation, the Company expressly disclaims any intent or obligation to update publicly forward-looking information, whether as a result of new information, future events or otherwise.

SOURCE Trez Capital Senior Mortgage Investment Corporation

Trez Capital Senior Mortgage Investment Company Reports Voting Results of Annual and Special Meeting WeeklyReviewer

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