Mariana Resources Ltd.

Mariana Resources Ltd.

May 21, 2012 08:00 ET

Mariana Resources Limited: Notice of Annual General and Special Meeting

VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 21, 2012) - Mariana Resources Ltd (TSX:MRY)(AIM:MARL) - NOTICE IS HEREBY GIVEN that the sixth Annual General and Special Meeting of the Company will be held at Level 5, 22 Atchison Street, St. Leonards NSW Australia on 13 June 2012 at 11.00 a.m. (Sydney time) for the purpose of considering and, if thought fit, passing the following resolutions of which resolutions 1 to 5 will be proposed as Ordinary Resolutions and resolution 6 will be proposed as a Special Resolution.


  1. That the Directors' Report, the Auditor's Report and the audited financial statements of the Company for the financial period ended 31 December 2011, being received and considered, be adopted.

  2. That Mr. Christopher Mitchell (who was appointed by the Board on 25 July 2011 in accordance with Article 34.3 of the Company's Articles of Incorporation and being eligible, offers himself for re-election) be re-appointed as a director of the Company.

  3. That Mr. John Robert Horsburgh (who retires in accordance with Article 34.6 of the Company's Articles of Incorporation and being eligible, offers himself for re-election) be re-appointed as a director of the Company.

  4. That the aggregate fees for directors be not more than £150,000 annually, to be distributed among them as the Board sees fit

  5. That Grant Thornton Limited be re-appointed as auditor of the Company until the conclusion of the next Annual General Meeting and that the directors be authorised to determine the remuneration of the auditors.


6. That, in accordance with Article 3 of the Company's Articles of Incorporation, the Company's Articles of Incorporation be amended by deleting Article 49.5 entirely and renumbering subsequent paragraphs of Article 49 accordingly.

By authority of the Board of Directors,

John R. Horsburgh, Chairman

Date: 10 May 2012


(a) A shareholder entitled to attend and vote is entitled to appoint another person as his proxy to exercise all or any of his rights to attend and to speak and vote at the meeting. A shareholder may appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by him.
(b) For the convenience of shareholders who may be unable to attend the meeting, a proxy instrument is attached hereto. To be valid, the proxy instrument and any power of attorney or other authority under which the proxy instrument is signed (or a notarially certified copy thereof) must be deposited at the Company's registered office not less than 48 hours before the time for holding the meeting. The fact that shareholders may have completed a proxy instrument will not prevent them from attending and voting in person should they afterwards decide to do so. If you wish to appoint someone other than the Chairman or Company Secretary, strike out those persons on the form and insert on the next line of the form the name of the person you wish to appoint.
(c) Shareholders who hold ordinary shares in uncertificated form must have been entered on the Company's Register of Shareholders 48 hours prior to the meeting in order to attend and vote at the meeting. Such shareholders may only vote at the meeting in respect of ordinary shares in the Company held at the time.
(d) It is intended that all resolutions will be voted on a poll.
(e) The quorum for the meeting is two or more shareholders present in person or by proxy or a duly authorised representative of a corporation which is a shareholder.
(f) If, within half an hour after the time appointed for the meeting (or such longer interval not exceeding one hour as the chairman of the meeting may think fit to allow) a quorum is not present, the meeting shall stand adjourned for 14 days at the same time and place, or to such time and place as may be fixed by the chairman of the meeting and if at such adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the shareholders present in person and by proxy shall be a quorum.
(g) Shareholders may beneficially own ordinary shares that are registered in the name of a broker, another intermediary or an agent of that broker or intermediary (a "Non-Registered Shareholder"). Without specific instructions, intermediaries are prohibited from voting ordinary shares for their clients. If you are a Non-Registered Shareholder, it is vital that the voting instruction form provided to you by your broker, intermediary or agent is returned according to their instructions, sufficiently in advance of the deadline specified by the broker, intermediary or agent, to ensure that they are able to provide voting instructions on your behalf.

The Information Circular sent to shareholders with the Notice of Meeting may be viewed on SEDAR or on the Company's website

About Mariana Resources

Mariana Resources Ltd is an AIM and TSX quoted exploration and development company with an extensive portfolio of gold, silver and copper projects in Argentina and Chile. In southern Argentina, the Company's core gold-silver projects are Las Calandrias (100%), Sierra Blanca (100%), Los Amigos JV (49%) and Aguila-Picadero (100%). These projects are part of a 200,000+ Ha land package in the Deseado Massif epithermal gold-silver district in mining-friendly Santa Cruz Province. In Chile, Mariana has a joint venture with US based international mining and natural resources company Cliffs Natural Resources Inc., to explore for iron oxide-copper-gold deposits in a 92,000 km² area in north-central Chile along the highly prospective Atacama Fault Zone. Mariana is also evaluating a number of gold-silver and copper-gold opportunities away from the Cliffs JV area.

On 19 December 2011, Mariana announced that AngloGold had completed a strategic placement whereby AngloGold was issued 45,000,000 shares in Mariana at a price of 12 pence per share. AngloGold has the right to maintain its equity of 19.9% in Mariana in further issues by Mariana.

Safe Harbour

This press release contains "forward-looking information" within the meaning of Canadian securities legislation ("forward-looking statements"). These forward-looking statements are made as at the date of this press release and include, without limitation, statements regarding discussions of future plans, the realization, cost, timing and extent of mineral resource estimates, estimated future exploration expenditures, costs and timing of the development of new deposits, success of exploration activities, permitting time lines, and requirements for additional capital. The words "plans", "expects", "budget", "scheduled", "estimate", "forecasts", "intend", "anticipate", "believe", "may", "will", or similar expressions or variations of such words are intended to identify forward-looking statements. Forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause actual results to vary materially from those expressed or implied by such forward-looking statements, including, but not limited to: the effects of general economic conditions; the price of gold and silver; misjudgments in the course of preparing forward-looking statements; risks associated with international operations; the need for additional financing; risks inherent in exploration results; conclusions of economic evaluations; changes in project parameters; currency and commodity price fluctuations; title matters; environmental liability claims; unanticipated operational risks; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or in the completion of development or construction activities; political risk; and other risks and uncertainties described in the Company's annual information form and MD&A for the most recently completed financial year available on SEDAR. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions and have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking statements. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements. We do not undertake to update any forward-looking statements, except in accordance with applicable securities laws.


Contact Information

  • In Australia:
    Mariana Resources Ltd
    John Horsburgh
    +61 2 94374588

    Mariana Resources Ltd
    Glen Parsons
    +61 2 94374588

    RFC Ambrian Limited (Nomad)
    Rob Adamson
    +61 2 9250 0041

    RFC Ambrian Limited (Nomad)
    Will Souter
    +61 2 9250 0050

    In U.K.:
    Fox Davies Capital (Co UK Broker)
    Jonathan Evans
    +44 20 3463 5000

    St Brides Media and Finance Ltd (PR)
    Felicity Edwards
    +44 20 7236 1177

    RFC Ambrian Limited (Co UK Broker)
    Klara Kaczmarek
    +44 20 7634 4725

    In Canada:
    Mariana Resources Ltd (Vancouver Office)
    Kathryn Witter
    +1 604 669 9336