Andean Resources Ltd.
TSX : AND
ASX : AND

Andean Resources Ltd.

December 02, 2010 21:37 ET

Andean Resources: Results of Scheme Meeting

SALT LAKE CITY, UTAH--(Marketwire - Dec. 2, 2010) - At the Scheme Meeting of Andean Resources Limited (Andean) (TSX:AND)(ASX:AND) held in Sydney this morning, the requisite majority of Andean shareholders voted in favour of the scheme of arrangement (Scheme) between Andean and its Shareholders, to effect the acquisition of Andean by Goldcorp, Inc (Goldcorp).

A copy of the official results of the Scheme Meeting is attached - in summary:

Number of votes cast by holders "in favour" of the resolution 305,324,750
   
Votes in favour of the resolution as a percentage of the total number of votes cast on the resolution 99.88%
   
Number of shareholders voting in favour of the resolution as a percentage of the total number of shareholders voting on the resolution 93.72%

Andean will now seek court orders from the Federal Court of Australia for approval of the Scheme at a hearing scheduled for 8 December 2010.

If the Federal Court of Australia approves the Scheme, Andean proposes to lodge the court orders with the Australian Securities and Investments Commission and ASX so that the Scheme becomes effective on 8 December 2010.

If this occurs, Andean's shares will be suspended from trading:

  • on ASX at the close of trading on 9 December 2010 (Sydney time); and
  • on TSX at the close of trading on 9 December 2010 (Toronto time).

The results of Andean's Annual General Meeting held today are also attached.

ANDEAN RESOURCES LIMITED Proxy Summary
Scheme Meeting Friday, 3 December 2010
   
1) Approve Scheme as set in Notice of Scheme Meeting
 
The instructions given to validly appointed proxies in respect of the resolution were as follows:
      Proxy's
For            Against Abstain discretion
304,511,627            364,700 10,057 669,088
 
The motion was carried as a special resolution on a poll the details of which are:    
 
For            Against Abstain
305,324,750            364,700 10,057
 
2) Ratification of the appointment of Mr Charles Winograd as a Director
 
The instructions given to validly appointed proxies in respect of the resolution were as follows:
 
      Proxy's
For Against Abstain discretion
291,855,867 2,504,633 10,272,989 1,090,013
 
The motion was carried as an ordinary resolution on a show of hands.
 
3) Adoption of the Remuneration Report 
  
The instructions given to validly appointed proxies in respect of the resolution were as follows:
 
      Proxy's
For Against Abstain discretion
289,486,520 4,873,665 10,273,304 1,090,013
 
The motion was carried as an ordinary resolution on a show of hands.
 
4a) Approval of issue of Shares and Options to Mr Wayne Hubert      
 
The instructions given to validly appointed proxies in respect of the resolution were as follows:
           
        Proxy's
For Against Abstain discretion
249,832,186 44,324,020 10,275,538 245,287
 
The motion was carried as an ordinary resolution on a show of hands.
 
4b) Approval of issue of Shares to Mr Charles Winograd      
 
The instructions given to validly appointed proxies in respect of the resolution were as follows:
         
        Proxy's
For Against Abstain discretion
250,002,943 44,359,408 10,276,138 245,287
 
The motion was carried as an ordinary resolution on a show of hands.
 
4c)  Approval of issue of Performance Rights to Mr Charles Winograd
 
The instructions given to validly appointed proxies in respect of the resolution were as follows:
            
 
        Proxy's
For Against Abstain discretion
250,066,356 44,277,670 10,286,698 245,287
 
The motion was carried as an ordinary resolution on a show of hands.  
 
5) Cancellation of Options  
 
The instructions given to validly appointed proxies in respect of the resolution were as follows:
 
 
      Proxy's
For Against Abstain discretion
251,539,807 42,725,144 10,349,749 902,057
 
The motion was carried as an ordinary resolution on a show of hands.

A.B.N. 66 064 494 319

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