Exhibit 99.5
DIGIHOST TECHNOLOGY INC.
(the “Company”)
ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
JULY 28, 2022
REPORT OF VOTING RESULTS
Pursuant to section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations, the following matters were put to a vote at the annual general and special meeting of the Company held on July 28, 2022. The report on the voting results is as follows:
Based on the proxies received and the votes cast at the meeting, each of the five director nominees proposed by management in the Company’s management information circular dated June 20, 2022 (the “Circular”) were elected. Details of the voting results are as follows:
Director | | For | | | % | | | Withheld | | | % | |
Michael Amar | | | 837,511 | | | | 85.293 | % | | | 144,408 | | | | 14.707 | % |
Alec Amar | | | 837,129 | | | | 85.286 | % | | | 144,424 | | | | 14.714 | % |
Adam Rossman | | | 837,468 | | | | 85.289 | % | | | 144,451 | | | | 14.711 | % |
Gerard Rotonda | | | 837,511 | | | | 85.293 | % | | | 144,408 | | | | 14.707 | % |
Zhichao Li | | | 837,086 | | | | 85.282 | % | | | 144,467 | | | | 14.718 | % |
| 2. | Reappointment of Auditors and fix remuneration of the auditors |
Based on the proxies received and the votes cast at the meeting, the reappointment of Raymond Chabot Grant Thornton LLP, Chartered Professional Accountants, to serve as the independent auditors of the Company for the ensuing year and authorize the Board of directors to fix the remuneration of the auditors was approved by shareholder of the Company (“Shareholders”). Details of the voting results are as follows:
For | | % | | Withheld | | % |
2,244,100 | | 99.237% | | 17,265 | | 0.763% |
| 3. | Approval of Stock Option Plan |
Based on the proxies received and the votes cast at the meeting, an ordinary resolution to approve and ratify the Company’s 10% rolling stock option plan was approved by Shareholders. Details of the voting results are as follows:
For | | % | | Against | | % |
823,656 | | 83.838% | | 158,574 | | 16.141% |
| 4. | Approval of Restricted Share Unit Plan |
Based on the proxies received and the votes cast at the meeting, an ordinary resolution to approve and ratify the Company’s restricted share unit plan was approved by Shareholders. Details of the voting results are as follows:
For | | % | | Against | | % |
806,513 | | 82.120% | | 175,280 | | 17.849% |
| 5. | Approval of Share Capital Amendment |
Based on the proxies received and the votes cast at the meeting, a special resolution to amend the Company’s articles by deleting the proportionate voting shares from the share capital of the Company and re-designating the subordinate voting shares as common shares of the Company was approved by Shareholders. Details of the voting results are as follows:
For | | % | | Against | | % |
826,614 | | 84.220% | | 154,666 | | 15.758% |
| 6. | Approval of Continuance into Ontario |
Based on the proxies received and the votes cast at the meeting, a special resolution to apply for a Certificate of Continuance under the Ontario Business Corporations Act and make an application to the Registrar of Companies under the British Columbia Business Corporations Act to continue the Corporation out from under the British Columbia Business Corporations Act to the Ontario Business Corporations Act, as more particularly described in the Circular, was approved by Shareholders. Details of the voting results are as follows:
For | | % | | Against | | % |
952,196 | | 96.967% | | 29,577 | | 3.012% |
| 7. | Approval of Change in Registered Office |
Based on the proxies received and the votes cast at the meeting, a special resolution to move the Company’s registered office from British Columbia to Ontario was approved by Shareholders. Details of the voting results are as follows:
For | | % | | Against | | % |
858,454 | | 87.419% | | 123,339 | | 12.560% |
| 8. | Approval of Appointment of Interim Directors |
Based on the proxies received and the votes cast at the meeting, a special resolution authorizing the directors of the Corporation to appoint interim directors between annual meetings of Shareholders, was approved by Shareholders. Details of the voting results are as follows:
For | | % | | Against | | % |
833,309 | | 85.145% | | 145,173 | | 14.833% |
DIGIHOST TECHNOLOGY INC. | |
| |
/s/ “Michel Amar” | |
Michel Amar | |
Chairman and CEO | |