Chieftain Metals Inc.

Chieftain Metals Inc.

May 15, 2013 19:24 ET

Chieftain Metals Inc. Announces Shareholder Approval of Internal Reorganization and Results of Annual and Special Meeting of Shareholders

Provides Update With Respect to Existing Memorandum of Understanding

TORONTO, ONTARIO--(Marketwired - May 15, 2013) - Chieftain Metals Inc. ("Chieftain" or the "Company") (TSX:CFB) today announced that, at the Company's annual and special meeting of shareholders held today (the "AGM"), shareholders approved by special resolution the internal corporate reorganization of the Company by way of Plan of Arrangement (the "Arrangement"), previously announced on April 16, 2013 and involving the Company and its wholly-owned subsidiary Chieftain Metals Corp. ("Holding Company"). The Arrangement was approved by shareholders with 10,800,386 Company common shares voted in favour of the Arrangement (representing approximately 99.9% of voted shares) and 5,600 Chieftain common shares voted against (representing approximately 0.1% of voted shares).

As disclosed in the Company's management information circular dated April 15, 2013 and sent to shareholders in connection with the AGM (the "Circular"), the Company obtained an interim order from the Superior Court of Justice of Ontario (the "Court") regarding the Arrangement on April 12, 2013 and the Company will be seeking the final order from the Court to approve the Arrangement on May 17, 2013. If the Arrangement is approved, then, subject to the filing of final documentation with and the final approval of the Toronto Stock Exchange (the "TSX"), the Company expects that the Arrangement will become effective on or about May 22, 2013, which will result in, among other things, the exchange of securities of the Company on a one-for-one basis for equivalent securities of Holding Company, and Chieftain becoming a wholly-owned subsidiary of Holding Company. At such time, it is expected that the common shares of Holding Company will be listed on the TSX on a substitutional basis for the common shares of the Company and will trade on the TSX under Chieftain's current symbol "CFB". Additional information related to the Arrangement is detailed in the Circular which is posted under the Company's profile on SEDAR at

Additional Matters Approved at the AGM

In addition to approving the Arrangement, shareholders of the Company also approved the other matters submitted by management of the Company to shareholders, namely the re-appointment of the Company's auditors and the election of directors. All the nominees of management were elected as directors of the Company, with the results being as follows:

Nominee Votes For % For Votes Withheld % Withheld
Victor Wyprysky 10,798,086 99.9% 7900 0.1%
Raymond Mah 10,801,186 99.9% 4,800 0.1%
Patrick Raleigh 10,797,386 99.9% 8,600 0.1%
Edward Yurkowski 10,689,371 98.9% 116,615 1.1%
Phil Fontaine 9,910,786 91.7% 895,200 8.3%
James R. Pickell 10,805,986 100% 0 0%
Richard S. Sutin 10,805,986 100% 0 0%

Update on Memorandum of Understanding

On September 24, 2012, Chieftain announced it had entered into a non-binding memorandum of understanding with China Development Bank, China CAMC Engineering Co., Ltd. and its affiliate Procon Holdings (Alberta) Inc. ("Procon") for a comprehensive plan to arrange 100% of the project financing and to develop Chieftain's Tulsequah Chief project (the "MOU").

The MOU contemplated a series of steps and a timetable, none of which have transpired. Chieftain has determined that the arrangements contemplated under the MOU will not proceed. Accordingly, the Company has determined that the Procon contingent Warrant has effectively been cancelled and the Company and Procon will determine if the Procon investment in common shares will be offered to another strategic partner.

About Chieftain Metals Inc.:

Chieftain's principal business is the acquisition, exploration and development of mineral properties. Since incorporation, the Company's business has focused entirely on the acquisition, and thereafter the development, of the Tulsequah Chief Polymetallic Project, in north-western British Columbia, Canada. Chieftain's Property consists of 54 mineral claims and Crown-grants covering approximately 30,547 hectares and covers two previously producing mines. For more information on Tulsequah and related projects, please refer to the Company's NI 43-101 compliant technical reports, being "Technical Report for the Tulsequah Chief Project of Northern British Columbia, Canada" with an effective date of December 12, 2012 as well as "Tulsequah Chief Deposit, Tulsequah Chief Property, Northern British Columbia" and "Big Bull Project, Tulsequah Chief Property, Technical Report, Northern British Columbia", each dated as of November 8, 2010, which are available under the Company's profile on SEDAR (

Forward-Looking Information:

This press release includes certain "forward-looking statements" within the meaning of Canadian securities legislation, concerning the business, operations and financial performance and condition of the Company. Generally these forward-looking statements can be identified by the use of forward-looking terminology such as (but not limited to) "plans", "expects", "intends", "anticipates", "believes" or variations of such words including the negative thereof or state that certain actions, events, or results "may", "could", "would", "might", "will", occur or be achieved. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made, and they are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, events, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements, including but not limited to the risk factors described under the heading "Certain Risk Factors" of the Company's revised annual information form originally dated December 27, 2012 and revised as of January 31, 2013 as well as certain risks relating to the Arrangement identified under the heading "The Arrangement - Risk Factors" in the Circular (each of which documents are available for review under the Company's profile on SEDAR at Forward-looking statements are based on a number of assumptions, including without limitation assumptions regarding the perceived benefits of the Arrangement, general market conditions and the availability of financing for proposed transactions and programs on reasonable terms. Although management of the Company believes these assumptions to be reasonable and has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there can be no assurance that actual results will be consistent with these forward-looking statements. Other than as specifically required by law, the Company assumes no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

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