Bison Gold Resources Inc.

Bison Gold Resources Inc.

July 05, 2012 09:03 ET

Litigation Commenced Against Bison Gold Over AGM Results

TORONTO, ONTARIO--(Marketwire - July 5, 2012) - Bison Gold Resources Inc. ("Bison" or the "Company") (TSX Venture:BGE) announced today that the Company's Chief Financial Officer and V.P. Corporate Development, Amir Mousavi, commenced litigation against Bison to dispute the results of the Company's AGM held on June 26, 2012.

On June 18, 2012 and subsequent to the filing and mailing of the Company's management information circular, Mr. Mousavi along with two others filed and mailed a dissident proxy circular in an effort to elect a new slate of directors. Prior to the AGM, approximately 26 million management proxies were received (the "Blank Proxies") appointing Mr. Mousavi as proxy holder where the shareholders who delivered such proxies did not indicate how they wished the proxy to be voted. At the meeting, the Chair ruled that the Blank Proxies could not be voted one way or the other on matters that came before the meeting.

At the time of the filing of the management information circular and the dissident proxy circular, Mr. Mousavi was and continues to be a member of Bison's management team and was listed on management's proxy as a management proxy holder. Blank Proxies where given by shareholders to Mr. Mousavi while he was a member of management and listed as a management proxy holder. If a shareholder provides a Blank Proxy to a management proxy holder, that proxy must be voted for the matters listed in the proxy. The Bison form of proxy clearly stated this in bold face type. However, at the AGM, Mr. Mousavi asserted that he had the right to vote the Blank Proxies to appoint himself and five other individuals to the board of directors in place of management's nominees.

At the AGM, the Chair ruled that it could not be fairly determined whether the Blank proxies held by Mr. Mousavi were provided to him as (a) a member of management, in which case those proxies should be voted in favour of the matters listed in the proxy; or (b) as a member of the dissident group, in which case Mr. Mousavi may have had the authority to vote the Blank Proxies at his discretion. At the meeting, the Chair noted that it was incumbent on the Chair to ensure that the shares represented by the Blank Proxies were voted in accordance with the will and intention of those shareholders who delivered the Blank Proxies. Given that Mr. Mousavi was a member of management and listed as a management proxy holder and was also soliciting proxies on behalf of the dissident group, the Chair ruled that it was impossible to fairly determine the will and intention of the shareholders who delivered the Blank Proxies. All dissident proxies received were voted for the dissident slate of directors.

The litigation brought by Mr. Mousavi seeks to overturn the ruling of the Chair. The Company will respond to the litigation and seek direction from the court as to the most effective method to fairly resolve this matter in a way that is in the best interests of all shareholders.

The Company wishes to note that all of the issues raised by Mr. Mousavi prior to his filing of the dissident circular had been resolved to the satisfaction of Mr. Mousavi through the investigations conducted by a special committee of independent directors.

About Bison Gold

Bison Gold is a Canadian public company listed on the TSX Venture Exchange. Bison Gold is focused on gold exploration with property assets in Manitoba, Canada. The flagship property, Central Manitoba, is historically the 2nd largest gold producer in the prolific Rice Lake Greenstone Belt after San Gold Corp.'s Rice Lake Mining Operations. Further details can be found on Bison Gold's website at

We seek safe harbour. This news release contains forward-looking statements regarding the timing and content of upcoming programs and may be subject to regulatory approval. Actual results may differ materially from those currently anticipated in such statements. Without limitation, statements regarding potential mineralization and resources, exploration results, and future plans and objectives of the Company are forward looking statements that involve various risks. The following are important factors that could cause the Company's actual results to differ materially from those expressed or implied by such forward looking statements: changes in the world wide price of mineral commodities, general market conditions, risks inherent in mineral exploration, risks associated with development, construction and mining operations, the uncertainty of future profitability and the uncertainty of access to additional capital. There can be no assurance that forward-looking statements will prove to be accurate as actual results and future events may differ materially from those anticipated in such statements. Bison undertakes no obligation to update such forward-looking statements if circumstances or management's estimates or opinions should change. The reader is cautioned not to place undue reliance on such forward-looking statements.

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 release.

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