Foraco Announces Approval of Financial Reorganization and Election of Directors

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TORONTO and MARSEILLE, France, June 25, 2021 /CNW/ - Foraco International SA (TSX: FAR) (the "Company" or "Foraco"), in accordance with Toronto Stock Exchange ("TSX") requirements, announces the voting results at the extraordinary and ordinary meeting of shareholders of the Company held on June 24, 2021 in Marseille, France (the "Meeting"). At the Meeting, the shareholders approved certain resolutions listed in the Company's management proxy circular dated May 20, 2021 (the "Proxy Circular"), which included resolutions in respect to the reorganization of its existing indebtedness (the "Financial Reorganization") and the election of directors.

Closing of the Financial Reorganization remains subject to the negotiation of mutually acceptable definitive agreements, regulatory approvals, including approval of the TSX, and other conditions precedent which are customary for this type of transaction. Further information regarding the Financial Reorganization can be found in the Proxy Circular prepared in connection with the Meeting and in the Company's press release dated May 19, 2021, both of which are available at www.sedar.com.

The votes submitted with respect to the Financial Reorganization resolutions were as follows:

Security interests granted in relation to the refinancing of the existing senior secured bonds and the existing subordinated bonds issued by the Company

Shareholders

PRESENT

POWERS

PROXIES

Total votes

% of
votes for

RESULT

FOR

209,209

63,772,147

6,933,717

70,915,073

99.86%

Adopted

AGAINST


5,100

5,100


0.01%


Abstain


95,250

95,250


0.13%


Increase of the share capital by incorporation of issuance premium to increase the par value to €0.02 per share

Shareholders

PRESENT

POWERS

PROXIES

Total votes

% of
votes for

RESULT

FOR

209,209

63,772,147

6,933,717

70,915,073

99.86%

Adopted

AGAINST


5,100

5,100


0.01%


Abstain


95,250

95,250


0.13%


Delegation of authority to be given to the board of directors to decide a share capital increase in cash to be paid up by way of set-off of claims under the existing subordinated bonds through the issuance of new ordinary shares of the Company, with removal of the preferential subscription right in favor of the holders of existing subordinated bonds, who form a category of specified persons within the meaning of Article L. 225-138 of the French Commercial Code

Shareholders

PRESENT

POWERS

PROXIES

Total votes

% of
votes for

RESULT

FOR

209,209

63,772,147

6,933,717

70,915,073

99.86%

Adopted

AGAINST


5,100

5,100


0.01%


Abstain


95,250

95,250


0.13%


Delegation of authority to be given to the board of directors to issue shares, with removal of the preferential subscription rights in favour of members of employee savings plans, in accordance with Article L. 225-129-6 of the French Commercial Code and L. 3332-18 et seq of the French Labour Code

Shareholders

PRESENT

POWERS

PROXIES

Total votes

% of
votes for

RESULT

FOR



6,722,997

6,722,997

9.47%


AGAINST

209,209

60,022,147

215,820

60,447,176

85.12%

Rejected

Abstain


3,750,000

95,250

3,845,250

5.41%


Overall cap for the issuance authorizations

Shareholders

PRESENT

POWERS

PROXIES

Total votes

% of
votes for

RESULT

FOR

209,209

63,772,147

6,938,817

70,920,173

99.7%

Adopted

AGAINST



0

0



Abstain



95,250

95,250

0.13%


Amendments to Article 16 of the Company's articles of association relating to observers subject to occurrence of the closing date

Shareholders

PRESENT

POWERS

PROXIES

Total votes

% of
votes for

RESULT

FOR

209,209

63,772 147

6,938,817

70,920,173

99.87%

Adopted

AGAINST





%


Abstain



95,250

95,250

0.13%


Modification of the directors age and subsequent amendment of the Article 14 of the Company's articles of association

Shareholders

PRESENT

POWERS

PROXIES

Total votes

% of
votes for

RESULT

FOR

209,209

63,772 147

6,593,547

70,574,903

99.38%

Adopted

AGAINST



340,170

340,170

0.48%


Abstain



100,350

100,350

0.14%


The director nominees, as listed in the Proxy Circular, were elected as directors of the Company at the Meeting. In accordance with French law, shareholders of the Company, when voting in elections for directors, are given the option to vote "for" or "against/abstain" for the director nominees, meaning that it is not possible for nominees for directors to receive a majority of "withhold" votes. The votes submitted for each director were as follows:

Daniel Simoncini

Shareholders

PRESENT

POWERS

PROXIES

Total votes

% of
votes for

RESULT

FOR

209,209

63,772 147

6,933,717

70,915,073

99.86%

Adopted

AGAINST



5,100

5,100

0.01%


Abstain



95,250

95,250

0.13%


Jean-Pierre Charmensat

Shareholders

PRESENT

POWERS

PROXIES

Total votes

% of
votes for

RESULT

FOR

209,209

63,772,147

6,763,017

70,744,373

99.62%

Adopted

AGAINST



175,800

175,800

0.25%


Abstain



95,250

95,250

0.13%


Bruno Chabas

Shareholders

PRESENT

POWERS

PROXIES

Total votes

% of
votes for

RESULT

FOR

209,209

63,772,147

6,552,297

70,533,653

99.32%

Adopted

AGAINST



386,520

386 520

0.54%


Abstain



95,250

95,250

0.13%


Warren Holmes

Shareholders

PRESENT

POWERS

PROXIES

Total votes

% of
votes for

RESULT

FOR

209,209

63,772,147

6,422,847

70,404,203

99.14%

Adopted

AGAINST



515,970

515,970

0.73%


Abstain



95,250

95,250

0.13%


Jorge Hurtado

Shareholders

PRESENT

POWERS

PROXIES

Total votes

% of
votes for

RESULT

FOR

209,209

63,772,147

6,466,647

70,448,003

99.20%

Adopted

AGAINST



472,170

472, 170

0.66%


Abstain



95,250

95,250

0,13%


Diercxsens Investment & Advisory BV

Shareholders

PRESENT

POWERS

PROXIES

Total votes

% of
votes for

RESULT

FOR

209,209

63,772,147

6,552,297

70,533,653

99.32%

Adopted

AGAINST



386,520

386,520

0.54%


Abstain



95,250

95,250

0.13%


In addition, the Meeting voted 99.87%% in favour of the Company declaring a nil dividend for the 2020 fiscal year.

The Company's statutory filings, including its complete report of voting results from the Meeting, are available at www.sedar.com.

About Foraco

Foraco International SA (TSX: FAR) is a leading global mineral drilling services company that provides a comprehensive and reliable service offering in mining and water projects. Supported by its founding values of integrity, innovation and involvement, Foraco has grown into the third largest global drilling enterprise with a presence in 22 countries across five continents. For more information about Foraco visit www.foraco.com

SOURCE Foraco International SA

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