MacDonald Mines announce proposed consolidation and advance notice provisions for annual general meeting
TORONTO, ONTARIO, May 31, 2013 – MacDonald Mines Exploration Ltd. (“MacDonald”) (TSXV: BMK) announces that it has mailed the notice of meeting and information circular (collectively, the “Circular”) for its annual and special meeting of shareholders to be held on June 27, 2013 (the “Meeting”).
Subject to applicable shareholder and regulatory approval, MacDonald may consolidate its outstanding common shares (the “Common Shares”) on the basis of two (old) for one (new) shares, (the “Consolidation”). 302,743,080 Common Shares of MacDonald are currently issued and outstanding. Following the completion of the proposed Consolidation, the number of Common Shares of MacDonald issued and outstanding would be 151,371,540.
After careful consideration, the Board of Directors (the “Board”) has decided to table this resolution to reduce the number of Common Shares in order to increase its flexibility with respect to potential business transactions, including any future equity financings and asset based transactions. Approval by shareholders does not necessarily mean that a Consolidation will occur, rather it will provide the Board the ability to implement a Consolidation if they deem it to be necessary for the betterment of the Company and its shareholders.
MacDonald also announces Board approval of an advance notice by-law (the “By-law”). The purpose of the By-law is to provide shareholders, directors and management of MacDonald with a clear framework for nominating directors of MacDonald. MacDonald is committed to: (i) facilitating an orderly and efficient annual general or, where the need arises, special meeting process; (ii) ensuring that all shareholders receive adequate notice of the director nominations and sufficient information regarding all director nominees; and (iii) allowing shareholders to register an informed vote after having been afforded reasonable time for appropriate deliberation. The By-law is intended to further these objectives.
The By-law, among other things, includes a provision that requires advance notice to MacDonald in certain circumstances where nominations of persons for election to the Board are made by MacDonald’s shareholders. The By-law establishes a deadline by which director nominations must be submitted to MacDonald prior to any annual or special meeting of shareholders and sets forth the information that must be included in the notice to MacDonald. No person will be eligible for election to the Board unless nominated in accordance with the By-law.
In the case of an annual meeting of shareholders, notice to MacDonald must be made not less than 30 days and not more than 65 days prior to the date of the annual meeting. In the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be made not later than the close of business on the 10th day following such public announcement.
In the case of a special meeting of shareholders called for the purpose of electing directors (whether or not called for other purposes), notice to MacDonald must be made not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made.
MacDonald will seek shareholder approval of the Consolidation and the By-law at the Meeting, or any adjournment thereof. The Circular provides further details of these items.
A copy of the Circular and the By-law will be available on SEDAR under MacDonald’s profile at www.sedar.com.
About MacDonald Mines
MacDonald Mines has steadily moved its exploration forward for 10 years in James Bay's Ring of Fire. MacDonald, under the direction of Hadyn Butler, P.Geo, located and staked what has proven to be highly prospective ground for potential discovery.
This area of James Bay presents a unique opportunity in that the Ring of Fire contains the entire suite of minerals including VMS, nickel, chrome, vanadium, titanium and gold potential. The only other similar region is in the Bushveld in South Africa but this region lacks the copper, zinc and nickel content of James Bay.
MacDonald's exploration team is led by Quentin Yarie, P.Geo and Craig Scherba, P.Geo and supported by key renowned consultants in their respective fields. They include, Jim Franklin, PhD, P.Geo, for VMS, and Larry Hulbert, PhD, P.Geo, for nickel, chrome and vanadium.
Brent Nykoliation, Senior Vice President of Business Development
Phone: (416) 364-4986, (416) 364-2753 (FAX)
Kirk McKinnon, Chariman and CEO
Phone: (416) 364-4986, (416) 364-2753 (FAX)
Neither the TSX Venture Exchange nor its Regulation Services Provider (defined in TSX Venture Exchange policies) has in any way passed upon the merits of the proposed transactions and neither of the foregoing entities has approved or disapproved of the contents of this press release.
This News Release contains forward-looking statements. Forward-looking statements are statements which relate to future events. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.