Goodfellow Reports the Results of its Annual Meeting of Shareholders
DELSON, Quebec, May 14, 2025 (GLOBE NEWSWIRE) -- Goodfellow Inc. (TSX: GDL) (the 'Company' or 'Goodfellow') announces that all resolutions presented to the shareholders at its Annual Meeting of Shareholders (the 'Meeting') held today were passed.
The total number of shares represented by shareholders in person and by proxy at the Meeting was 5,926,983 representing 70.38% of the Company's outstanding shares.
1. Election of Directors
The six (6) nominees for directors proposed by management of the Company were elected pursuant to a vote by ballot. Final voting results on the election of the directors are as follows:
Nominee
Votes For
% For
Votes Against
% Against
Alain Côté
4,929,525
83.32%
986,988
16.68%
David A. Goodfellow
3,787,060
64.01%
2,129,453
35.99%
G. Douglas Goodfellow
3,787,060
64.01%
2,129,453
35.99%
Robert Hall
4,928,800
83.31%
987,713
16.69%
Marie-Hélène Nolet
5,895,584
99.65%
20,929
0.35%
Sarah Prichard
3,879,637
65.57%
2,036,876
34.43%
2. Appointment of Auditor
KPMG LLP was reappointed as the Company's auditor pursuant to a vote by ballot. In all, 5,912,734 votes representing 99.76% of the votes cast were in favour of KPMG LLP and 14,249 votes representing 0.24% of the votes cast have withheld from voting.
The Company has filed a report of voting results on all resolutions voted on at the Meeting on SEDAR (www.sedarplus.ca).
About Goodfellow Goodfellow is a diversified manufacturer of value-added lumber products, as well as a wholesale distributor of building materials and floor coverings. With a distribution footprint from coast-to-coast in Canada and in the Northeastern U.S., Goodfellow effectively serves commercial and residential sectors through lumber yard retailer networks, manufacturers, industrial and infrastructure project partners, and floor covering specialists. Goodfellow also leverages its value-added product capabilities to serve lumber markets internationally. Goodfellow Inc. is a publicly traded company, and its shares are listed on the Toronto Stock Exchange under the symbol 'GDL'.
From:
Goodfellow Inc.
Patrick Goodfellow
President and CEO
T: 450 635-6511
F: 450 635-3730
info@goodfellowinc.com
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(ii) At the time the Second Option is exercised, Auburn shall be deemed to have retained a one percent (1.0%) net smelter return royalty interest in any and all future proceeds from commercial production from the Cambridge Property (the 'Auburn Royalty'). (iii) At any time prior to the commencement of commercial production from a mine on the Cambridge Property, Walker Lane shall have the irrevocable right to purchase up to two-thirds (66.67%) of the Silver Range Royalty. For greater certainty, two-thirds (66.67%) of the Silver Range Royalty represents a one percent (1.0%) interest in net smelter returns from commercial production on the Cambridge Property. (iv) At any time prior to the commencement of commercial production from a mine on the Cambridge Property, Walker Lane shall have the irrevocable right to purchase up to one-half (50%) of the Auburn Royalty. 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Silver Range and CMC have executed a LOI granting WLR the option to acquire 100% of the Silver Mountain Property ('Silver Mountain') for total consideration of $200,000, payable in installments of $5,000 per year until 2034 with a final payment of $150,000 by August 1, 2035. Up to half of the final payment may be made in WLR shares. In addition, WLR would be required to complete 1,000 meters of drilling during the term of the option. The specific terms of the transaction are as follows: Subject to the Royalty and Milestone Payment (as each is defined below), Silver Range hereby grants Walker Lane an irrevocable option to acquire one hundred percent (100%) interest in the Silver Mountain Property (the 'Option') to be exercisable by Walker Lane through the payment of any aggregate $200,000, as set out below: First Option Cash Securities, Exploration and/or Other Work Commitments On or before August 1, 2025 a payment of $5,000 On or before August 1 of each of the calendar years 2026 through 2034, a payment of $5,000 On or before August 1, 2035 $150,000 (1) Completing not less than an aggregate 1,000 metres of diamond drilling on the Silver Mountain Property on or before August 1, 2035. Walker Lane may accelerate the exercise of the Option by making all of the payments and completing the drilling requirement set out above under the Option, at any time prior to August 1, 2035. 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(iv) Notwithstanding the aforementioned sections hereof, Walker Lane shall not be to issue Walker Lane shares to Silver Range as partial payment where the issuance of such shares will result in Silver Range holding an aggregate of greater than 19.9% of the issued share capital of Walker Lane as a result of such share issuance. (v) The balance of any payment owing to Silver Range shall be made in cash where the provisions of Section (v) become operative. Royalty and Buy-Back Option (i) At the time the Option is exercised, Silver Range shall be deemed to have retained a two and one-half percent (2.5%) net smelter return royalty interest in any and all future proceeds from commercial production of all commodities from the Silver Mountain Property (the 'Royalty'). (ii) At any time after the exercise of the Option and prior to the commencement of commercial production from any mine on the Silver Mountain Property, Walker Lane shall have the irrevocable right to purchase up to sixty percent (60%) of the Royalty. Walker Lane shall have the right to purchase up to sixty percent (60%) in a single transaction or in a number of transactions of not less than twenty percent (20%) of the Royalty in each transaction. (iii) The purchase price to be paid to Silver Range for the purchase of each twenty percent (20%) interest in the Royalty pursuant to paragraph (ii) above shall be $500,000. For greater certainty, sixty percent (60%) of the royalty as set out in paragraph (ii), represents a one and one-half percent (1.5%) interest in net smelter returns from commercial production on the Silver Mountain Property and will have an aggregate purchase price of $1,500,000. Milestone Payment (i) In addition to the Royalty, Silver Range shall be entitled to a one-time cash payment of $10.00 per ounce of gold (or the equivalent value in other metals and minerals) contained in National Instrument 43-101 compliant report identifying a measured or indicated resource on the Silver Mountain Property (the 'Resources Report') at any time on or before or after the option has been exercise (the 'Milestone Payment'); and,(ii) For greater certainty, the measured or indicated resource as contained in the Resource Report shall be calculated in accordance with the definitions for mineral resources, mineral reserves, and mining studies used by the Canadian Institute of Mining, Metallurgy and Petroleum; and (iii) The Milestone Payment shall be paid to Silver Range within six months of the completion date of the Resource Report. Walker Lane Gold Trend Area Walker Lane has established a solid position in the Walker Lane Gold Trend Area which has a rich history of mining and exploration and remains vastly underexposed to modern exploration methods, offering substantial upside potential. The Walker Lane area is host to notable precious metal deposits such as the Comstock Lode, Round Mountain (Kinross), Silicon and Merlin (AngloGold Ashanti), Mesquite and Castle (Equinox Gold) and many other significant deposits. This popular and emerging district offers junior exploration companies exploration targets at manageable costs. These targets are also attractive in that they are associated with high-grade gold, silver and base metal mineralization, have nearby excellent infrastructure, considerable road accessibility, a local, qualified and competent labor force, a diverse range of supply companies, and are located within one of the best permitting and policy regimes in the world. The 2023 Fraser Institute Mining Industry Survey ranked Nevada second in the world in terms of investment attractiveness Lane Resources Ltd. has optioned three highly prospective gold and silver projects in the Walker Lane Area. Our company intends to pursue exploration of these properties in 2025 which may also include an initial drill program at Tule Person Kevin Brewer, a registered professional geoscientist, is the Company's President and CEO, and Qualified Person (as defined by National Instrument 43-101). He has given his approval of the technical information pertaining reported herein. The Company is committed to meeting the highest standards of integrity, transparency and consistency in reporting technical content, including geological reporting, geophysical investigations, environmental and baseline studies, engineering studies, metallurgical testing, assaying and all other technical Lane Resources Ltd. is a growth-stage exploration company focused on the exploration of high-grade gold, silver and polymetallic deposits in the Walker Lane Gold Trend District in Nevada and the Rancheria Silver District in Yukon/B.C. and other property assets in Yukon and Newfoundland and Labrador. The Company initially intends to initiate a comprehensive exploration program to advance the Tule Canyon (Walker Lane, Nevada) and Amy (Rancheria Silver, B.C.) projects with expectations of a multi-year exploration efforts with initial exploration success. On behalf of Walker Lane Resources Ltd.: Kevin Brewer, President, CEO and DirectorWalker Lane Resources Ltd. For Further Information and Investor Inquiries: Kevin Brewer, MBA, (Hons), Dip. Mine CEO and Director Tel: (709) 327 8013 kbrewer80@ 1600-409 Granville St., Vancouver, BC, V6C 1T2 Cautionary and Forward Looking Statements This press release and related figures, contain certain forward-looking information and forward-looking statements as defined in applicable securities laws (collectively referred to as forward-looking statements). These statements relate to future events or our future performance. All statements other than statements of historical fact are forward-looking statements. The use of any of the words 'anticipate', 'plans', 'continue', 'estimate', 'expect', 'may', 'will', 'project', 'predict', 'potential', 'should', 'believe' 'targeted', 'can', 'anticipates', 'intends', 'likely', 'should', 'could' or grammatical variations thereof and similar expressions is intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. These statements speak only as of the date of this presentation. These forward-looking statements include, but are not limited to, statements concerning: our strategy and priorities including certain statements included in this presentation are forward-looking statements within the meaning of Canadian securities laws, including statements regarding the Tule Canyon, Cambridge, Silver Mountain, and Shamrock Properties in Nevada (USA), and its properties including Silverknife and Amy properties in British Columbia, the Silver Hart, Blue Heaven and Logjam properties in Yukon and the Bridal Veil property in Newfoundland and Labrador all of which now comprise the mineral property assets of WLR. WLR has assumed other assets of CMC Metals Ltd. including common share holdings of North Bay Resources Inc. and all conditions and agreements pertaining to the sale of the Bishop mill gold processing facility and remain subject to the condition of the option of the Silverknife property with Coeur Mining Inc. These forward-looking statements reflect the Company's current beliefs and are based on information currently available to the Company and assumptions the Company believes are reasonable. The Company has made various assumptions, including, among others, that: the historical information related to the Company's properties is reliable; the Company's operations are not disrupted or delayed by unusual geological or technical problems; the Company has the ability to explore the Company's properties; the Company will be able to raise any necessary additional capital on reasonable terms to execute its business plan; the Company's current corporate activities will proceed as expected; general business and economic conditions will not change in a material adverse manner; and budgeted costs and expenditures are and will continue to be accurate. Actual results and developments may differ materially from results and developments discussed in the forward-looking statements as they are subject to a number of significant risks and uncertainties, including: public health threats; fluctuations in metals prices, price of consumed commodities and currency markets; future profitability of mining operations; access to personnel; results of exploration and development activities, accuracy of technical information; risks related to ownership of properties; risks related to mining operations; risks related to mineral resource figures being estimates based on interpretations and assumptions which may result in less mineral production under actual conditions than is currently anticipated; the interpretation of drilling results and other geological data; receipt, maintenance and security of permits and mineral property titles; environmental and other regulatory risks; changes in operating expenses; changes in general market and industry conditions; changes in legal or regulatory requirements; other risk factors set out in this presentation; and other risk factors set out in the Company's public disclosure documents. Although the Company has attempted to identify significant risks and uncertainties that could cause actual results to differ materially, there may be other risks that cause results not to be as anticipated, estimated or intended. Certain of these risks and uncertainties are beyond the Company's control. Consequently, all of the forward-looking statements are qualified by these cautionary statements, and there can be no assurances that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences or benefits to, or effect on, the Company. The information contained in this presentation is derived from management of the Company and otherwise from publicly available information and does not purport to contain all of the information that an investor may desire to have in evaluating the Company. The information has not been independently verified, may prove to be imprecise, and is subject to material updating, revision and further amendment. While management is not aware of any misstatements regarding any industry data presented herein, no representation or warranty, express or implied, is made or given by or on behalf of the Company as to the accuracy, completeness or fairness of the information or opinions contained in this presentation and no responsibility or liability is accepted by any person for such information or opinions. The forward-looking statements and information in this presentation speak only as of the date of this presentation and the Company assumes no obligation to update or revise such information to reflect new events or circumstances, except as may be required by applicable law. Although the Company believes that the expectations reflected in the forward-looking statements and information are reasonable, there can be no assurance that such expectations will prove to be correct. Because of the risks, uncertainties and assumptions contained herein, prospective investors should not read forward-looking information as guarantees of future performance or results and should not place undue reliance on forward-looking information. Nothing in this presentation is, or should be relied upon as, a promise or representation as to the future. To the extent any forward-looking statement in this presentation constitutes 'future-oriented financial information' or 'financial outlooks' within the meaning of applicable Canadian securities laws, such information is being provided to demonstrate the anticipated market penetration and the reader is cautioned that this information may not be appropriate for any other purpose and the reader should not place undue reliance on such future-oriented financial information and financial outlooks. Future-oriented financial information and financial outlooks, as with forward-looking statements generally, are, without limitation, based on the assumptions and subject to the risks set out above. The Company's actual financial position and results of operations may differ materially from management's current expectations and, as a result, the Company's revenue and expenses. The Company's financial projections were not prepared with a view toward compliance with published guidelines of International Financial Reporting Standards and have not been examined, reviewed or compiled by the Company's accountants or auditors. The Company's financial projections represent management's estimates as of the dates indicated 1: Project Locations in Nevada A photo accompanying this announcement is available at in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
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ADAR1 Issues Statement on Keros Therapeutics' Troubling 2025 Director Election Results and Insufficient Capital Return Proposal
Significant Withhold Votes from Directors Mary Ann Gray and Alpna Seth Underscores Need for Change and a More Disciplined Capital Allocation Strategy AUSTIN, Texas, June 9, 2025 /PRNewswire/ -- ADAR1 Capital Management, LLC (together with its affiliates, "ADAR1" or "We"), the largest stockholder of Keros Therapeutics (Nasdaq: KROS) ("Keros" or the "Company"), today issued the following statement regarding the results of the Company's 2025 Annual Meeting of Stockholders (the "Annual Meeting"): "We believe the outcome of the Annual Meeting underscores what we have consistently conveyed to Keros' Board of Directors: there is broad and growing concern among stockholders regarding the Board's capital allocation decisions and fidelity to stockholder interests. ADAR1 previously disclosed its intention to withhold votes from Dr. Mary Ann Gray and Dr. Alpna Seth at the Annual Meeting. These two directors received among the highest level of shareholder opposition of any directors standing for election in 2025. In our view, this result reflects a substantial loss of stockholder confidence in the Board and clear dissatisfaction with the status quo. With only approximately 34% of outstanding shares voting to elect Dr. Gray and only 37% voting to elect Dr. Seth, the Board must recognize the widespread dissatisfaction with its stewardship of the Company. We appreciate the Company's recent decision to discontinue development of cibotercept in pulmonary arterial hypertension and, finally, implement a reduction in headcount. While these delayed actions are directionally positive, they are wholly insufficient and, in our view, are overshadowed by the Board's baffling decision to return only a modest portion of the Company's excess capital to stockholders. We can think of no credible justification for the Company to retain approximately half of its cash balance given its limited clinical pipeline and commercial prospects. In fact, at an investor conference today, CEO Jasbir Seehra acknowledged that the capital being held exceeds what is needed to fund the Company's current DMD program and may instead be used to pursue other high risk, hyper-competitive indications. Even more troubling is the lack of detail around the proposed capital return ― including the Board's failure to specify the terms, timing and method ― despite its claims to have completed a "thorough" and "comprehensive" review of strategic alternatives. In our view, this reflects a haphazard and incoherent approach to decision-making. In order for the Board to follow through on its stated commitment to maximizing value, it must take immediate and concrete action to reduce costs more aggressively, commit to returning $475 million (i.e., an additional $100 million over the currently proposed amount) to stockholders through a special dividend by the end of Q3 2025, and ensure that stockholders can directly capture the potential cash flow from the Takeda partnership through a contingent value right or similar mechanism, which should be implemented no later than year-end. ADAR1 continues to believe Keros possesses significant upside potential. But realizing that potential will require fresh perspectives in the boardroom and a disciplined, investor-focused approach to capital stewardship. Shareholders have spoken and the current directors do not have the support of a majority of shareholders. If the Board nevertheless insists on clinging to a failed strategy, ADAR1 will not hesitate to hold it accountable, including by nominating new directors for election at the 2026 Annual Meeting. We are committed to ensuring that the will of investors is not ignored, and we will continue engaging with the Company and our fellow investors to see that the desires of stockholders are heard and respected." About ADAR1 Capital ManagementADAR1 Capital Management is an SEC-registered investment manager based in Austin, Texas, focused on public and private equity investments in the life sciences and biotechnology sectors. The firm was founded in October 2018 by Dr. Daniel Schneeberger, who brings over 20 years of experience spanning scientific research, healthcare consulting, institutional investing, and executive leadership in the healthcare industry. He is supported by a team of experienced professionals with deep medical and scientific expertise and a strong track record of biopharmaceutical investing. Contact:info@ View original content: SOURCE ADAR1 Capital Management, LLC
