Donner Metals Ltd.
TSX VENTURE : DON
FRANKFURT : D4M

Donner Metals Ltd.

November 14, 2013 16:00 ET

Donner Metals Ltd.: Annual and Special General Meeting

MONTREAL, QUEBEC--(Marketwired - Nov. 14, 2013) - Donner Metals Ltd. ("Donner" or the "Company") (TSX VENTURE:DON)(FRANKFURT:D4M), reports that it has mailed the notice of meeting and information circular (collectively, the "Circular") for its annual and special general meeting of shareholders to be held in Montreal ("2013 AGM") on December 10, 2013.

In addition to the usual corporate matters, three special resolutions will be considered at the 2013 AGM:

  • approval of the sale of the Company's interests (the "Sale of Interest Resolution") in five Matagami joint ventures under an option and joint venture agreement with Glencore Canada Corporation (see news release dated October 30);
  • approval of a change of the province (the "Relocation Resolution") in which the head and registered office of the Company is situated from British Columbia to Québec;
  • approval of a consolidation of the share capital of the Company (the "Share Consolidation Resolution").

Sale of Interest Resolution

The Company has received an offer to purchase its interest in the five joint ventures it has for total consideration of $2,395,200. Pursuant to the terms of an option and joint venture agreement, Glencore Canada Corporation ("Glencore") holds a right of first refusal to purchase the Company's interest in the joint ventures, which right Glencore has exercised subject to certain closing arrangements being implemented and conditions satisfied.

The Company intends to use the proceeds from the Sale of the Company's interests to repay $1.0 million of the currently outstanding balance of $3.53 million under the Loan (the "Loan") to Ressources Québec Inc., a subsidiary of Investissement Québec, Société de développement de la Baie-James, Capital croissance PME and Fonds régional de solidarité FTQ Nord-du-Québec. If the Sale of Interest Resolution put forward at the 2013 AGM is not approved and the Company is unable to satisfy its obligations under the Loan or repay the Loan when due, the Company may not be able to continue as a going concern. This would put the Company under severe financial hardship and may result in a forced sale or liquidation of its assets through bankruptcy, for example. The Company intends to service the remaining outstanding balance of the Loan (that is, $1.53 million owed to Ressources Québec and $1.0 million owed to the other lenders) and the interest thereon from cash it will have on hand and from the receipt of, if, as and when the Company does receive them, any tax receivable that is due and owing to Company from the Government of Québec, which includes refundable tax credits and mining duties refunds.

A Special Committee established by the Company's Board of Directors and the Company's Board have unanimously determined that the proposed Sale of Interest Transaction is in the best interest of the Company. Assuming the proposed sale of Donner's interests in the joint ventures is approved at the 2013 AGM, the Company intends to begin the process to acquire, explore and develop mineral exploration properties, with a focus on gold properties, in Quebec. The Company believes that shareholder support of the proposal is, at this time, the only pathway for shareholders as a whole to see future value in their shares.

Relocation Resolution

The Company's head and registered office is currently located in Vancouver, British Columbia. However, as the key management and a majority of the proposed directors of the Company are resident of the Province of Québec, the Board of Directors believes that it is in the Company's best interests to change the province in which the Company's head and registered office is situated from British Columbia to Québec. In addition, the contemplated future activities of the Company will take place in the Province of Québec and there are an important number of Québec-based shareholders.

Share Consolidation Resolution

This resolution is to effect that, subject to obtaining all required regulatory and shareholder approvals, the Company's issued and outstanding share capital be consolidated on the basis of one (1) post-consolidation common share for every sixty (60) pre-consolidation common shares (the "Share Consolidation"). The Board of Directors of the Company is of the opinion that the current share capital structure of the Company is too large for the growth strategy of the Company and therefore has determined that it would be in the best interests of the Company to reduce the number of outstanding common shares by way of the Share Consolidation.

In order for the Sale of Interest Resolution, the Relocation Resolution and the Share Consolidation Resolution to be effective, the approval of not less than 66 2/3% of the votes cast by the Shareholders present in person or represented by proxy at the 2013 AGM must be obtained.

Full details of the three special resolutions have been included in the Circular. Shareholders of record as of 5:00 p.m. (Eastern Time) on October 21, 2013 are reminded to vote their proxy FOR the resolutions at the 2013 AGM either in person or by proxy. A copy of the Circular is available under the Company's profile at www.sedar.com.

ON BEHALF OF THE BOARD OF

DONNER METALS LTD

David Patterson, Chairman

This news release contains forward-looking information within the meaning of applicable Canadian securities laws. All information other than historical fact is forward-looking information. Forward-looking information relates to future events or future performance and is based on Donner's current internal expectations, estimates, projections, assumptions and beliefs. Forward-looking information is often, but not always, identified by the use of words such as "expect", "project", "proposed", "intend", "seek", "anticipate", "budget", "plan", "continue", "estimate", "forecast", "may", "will", "predict", "potential", "targeting", "could", "might", "should", "believe" and similar expressions. Although management considers the assumptions and estimates, reflected in forward-looking information, to be reasonable, based on information currently available, there can be no assurance that such information will prove to be correct. As a consequence, actual results may differ materially from those anticipated.

In particular, this news release contains forward-looking information relating to, but not limited to, statements with respect to the completion of the proposed sale of the Company's interest in the joint ventures.

Undue reliance should not be placed on forward-looking information which is inherently uncertain, and subject to known and unknown risks and uncertainties (both general and specific) and other factors that contribute to the possibility that the future events or circumstances contemplated by the forward looking information will not occur or that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information. These risks include, but are not limited to risks associated with general economic conditions, the actual results of current exploration activities, conclusions of economic evaluations, changes in project parameters as plans continue to be refined, future metal prices, financial risks and substantial capital requirements. Further information regarding certain of these risks (as well as risks relating generally to the Company's business) may be found under the heading "Financial risk factors" in the Company's Management's Discussion & Analysis. Readers are cautioned that the foregoing list of factors that may affect future results is not exhaustive. The forward-looking statements contained in this news release are made as of the date hereof and Donner does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, except as required by applicable law. The forward-looking statements contained herein are expressly qualified by this cautionary statement.

Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

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