Northern Minerals Investment Corp.

June 18, 2012 16:50 ET

Northern Minerals Investment Corp. Announces Nominees for Election to the Board of Directors of Mundoro Capital Inc.

VANCOUVER, BRITISH COLUMBIA--(Marketwire - June 18, 2012) - Northern Minerals Investment Corp. ("NMI") today announced its five nominees (the "NMI Nominees") for election as directors of Mundoro Capital Inc. ("Mundoro") (TSX VENTURE:MUN) at Mundoro's annual general meeting of shareholders scheduled to be held on June 26, 2012, or any adjournment or postponement thereof (the "Mundoro Meeting"). Proxies in favour of the election of the NMI Nominees are being solicited by way of this press release by NMI.

The NMI Nominees are John Burns, Mitchell Gropper, John (Zong Hai) Han, Johan Shearer and David (Shao Chuan) Bo.

NMI is currently seeking the election of the new NMI Nominees, to replace Mundoro' current directors, as a result of Mundoro's falling share price and the poor management of Mundoro's resources. Specifically:

  • Mundoro's share price has fallen from $1.40 on December 4, 2009, to $0.34 on June 15, 2012, a decrease of 75.9%; and
  • Mundoro has averaged $2.0 million in annual corporate expenses during the five year period from 2007 to 2011. NMI believes that Mundoro's corporate expenses, given its lack of profitable growth, are unacceptably high and a waste of valuable resources.

NMI believes that if managed properly, Mundoro has tremendous opportunities to maximize future shareholder value. As such, NMI has proposed the NMI Nominees, which are experienced, qualified, and possess the requisite skills and experience to move Mundoro forward, including: international mining exploration and development; project development and management; production permitting expertise; investment banking and financing; risk management; business development; international legal and contract experience; and board committee and governance expertise.

NMI is a mineral exploration and development company headquartered in Vancouver, British Columbia. NMI is wholly owned by Allen (Hong Jun) Li. As a holder of 3,183,500 common shares of Mundoro ("Mundoro Shares") (representing 8.4% of the outstanding Mundoro Shares), NMI's economic interests are aligned with the interests of other Mundoro shareholders. Other than Mr. Han, who is the Chief Executive Officer of NMI, each of the NMI's Nominees is independent of NMI.

Information and Biographies of NMI Nominees

The table below sets out, in respect of each NMI Nominee, the nominee's name, province or state and country of residence, the nominee's principal occupation, business or employment within the five preceding years, and the number of Mundoro Shares beneficially owned, or controlled or directed, directly or indirectly, by such nominee as of June 15, 2012. Additional biographical information of each NMI Nominee is provided below.

NMI Nominee and Province or State and Country of Residence Principal Occupation, Business or Employment within the Five Preceding Years Number of
Mundoro
Shares
John Burns
Pennsylvania, USA
Independent Director at various public companies; investor in the mining sector; Managing Director, NuCoal Energy, a company focused on coal resource development, since 2008. Nil
Mitchell Gropper
British Columbia, Canada
Senior partner, Farris, Vaughan, Wills & Murphy LLP, a law firm, since 1998. Nil
John (Zong Hai) Han
British Columbia, Canada
Chief Executive Officer, Northern Minerals Investment Corp., a company engaged in mineral exploration and development, since May 2011. Advisor, Canadian Resources Capital Corp, an investment firm specializing in the natural resource sectors, since 2012. Prior to that, Senior Project Control Engineer with BC Hydro from May 2009 to May 2011. Prior to that, Project Control Manager Ausenco Minerals Canada Inc., an engineering and project management company, from October 2008 to May 2009. Prior to that, Senior Project Planner/Scheduler with Canadian Natural Resources Limited from July 2006 to October 2008. 1(1)
Johan Shearer
British Columbia, Canada
President, Director, Electra Gold Ltd. a company engaged in the exploration and development of metals and industrial minerals, since 2003. President, Director, Signature Resources Ltd. since 2011. President, HomeGold Resources Ltd., a company engaged in industrial mineral, base and precious metal exploration and development. Nil
David (Shao Chuan) Bo
British Columbia, Canada
Executive Chairman, China Minerals Mining Corporation, since 2011; Principal, Noah Capital Corporation, since 2007; Chief Executive Officer and Chief Financial Officer, Arcland Resources, from 2009 to 2011; Director, Ferrous Resources Limited, an iron ore explorer and developer in Brazil, from 2008 to 2010; Director, Abra Mining Limited, a base metal explorer, from 2008 to 2010. Nil
  1. Mr. Han is the Chief Executive Officer of NMI, which beneficially owns 3,183,500 Mundoro Shares, representing 8.4% of the outstanding Mundoro Shares.

If elected, each NMI Nominee will hold office until the next annual general meeting of Mundoro shareholders, or until a successor is duly elected or appointed. None of the NMI Nominees has been or is currently a director of Mundoro, nor have any of the NMI Nominees held any other position or office with Mundoro or its affiliates. Each of the NMI Nominees is qualified to be a director under the Business Corporations Act (British Columbia) and has consented to being a nominee.

John Burns: Mr. Burns has extensive experience in the global resource sector and is currently Chairman and Director of Dolly Varden Silver Corp., a Canadian based mineral exploration company focused on the development of the historic Dolly Varden Silver Mines property located in Northwestern, British Columbia. Mr. Burns is also a Director of China Gold International Resources Corp. Ltd., a metals and mining company, Director of Corazon Gold Corp., a gold exploration company, and Managing Director of NuCoal Energy Corp., a private Saskatoon based energy company. Mr. Burns is a former Chairman and Director of NovaDX Ventures from 2004 to 2011, a Vancouver based mining investment company primarily focusing on acquiring and developing companies with active or near production high quality coal reserves. Mr. Burns is a former Vice President and Chief Financial Officer of the Drexel Burnham Lambert Commodity Group in New York, London and Chicago, a former Managing Director and Global Head of the Derivative Trading and Finance Group of Barclays Metals Group, Barclays Bank PLC in London and a former Managing Director and an Associated Person of FRM Risk Management Inc. in Chicago. Mr. Burns has also acted as an independent Director, Audit Committee member and lead Director or a number of publicly listed resource companies. Mr. Burns obtained a B.A. (Arts and Sciences) from the University of Pennsylvania in 1973.

Mitchell Gropper: Mr. Gropper has been a senior partner of Farris, Vaughan, Wills & Murphy LLP since 1998. Before that, he was a partner with the Vancouver office of the law firm McCarthy Tètrault LLP, including Managing Partner from 1988 to 1990. Mr. Gropper is rated by LEXPERT as one of Vancouver's leading lawyers in mergers & acquisitions, corporate finance, mid-market advisory services, income funds and corporate commercial (one of only three lawyers so recognized), one of Canada's 40 "Deal-Makers", one of Canada's 100 most creative lawyers, and one of Canada's 100 leading "cross-border" transaction lawyers. Mr. Gropper has served as a director of Vancouver-based Catalyst Paper Corp., where he was a member of the Audit Committee and Human Resources and Corporate Governance Committee and also served as a director of Vancouver- based Crew Gold Corp. Mr. Gropper is currently a director of Bennett Environmental Inc. where he is a member of the Audit Committee and chairs the Human Resources Committee. Mr. Gropper is the Chair of the Federation of the Jewish Community of Greater Vancouver and recently ended a six year term as a director of Arts Club Theatre, Vancouver. Mr. Gropper received the professional designation of Queen's Counsel in British Columbia in 1990. Mr. Gropper received a Master of Laws from the London School of Economics in 1967 and an LLB in 1965 and BA in 1964, both from the University of Saskatchewan. Mr. Gropper was called to the Bar of British Columbia in 1966 and Ontario in 1970.

John (Zong Hai) Han: Mr. Han is the Chief Executive Officer of NMI and an Advisor of Canadian Resources Capital Corp. Prior to that, Mr. Han was a Senior Project Control Engineer with BC Hydro, Project Control Manager for Ausenco Minerals Canada Inc., and Senior Project Planner/Scheduler with Canadian Natural Resources Limited. Mr. Han has extensive experience in corporate management and project management. He is registered with PMP, PMI-SP, AACEI-PSP and has managed multi-billion dollar projects in oil sands, minerals, and power industries. Mr. Han holds a M.Sc. in Engineering from the North China Institute of Water Conservancy & Hydroelectricity, and a PhD in Controls from Hauzhong (Central China) University of Science and Technology.

Johan Shearer: Mr. Shearer is currently the President and a Director of Electra Gold Ltd., a company engaged in the exploration and development of metals and industrial minerals based on Vancouver, British Columbia. Mr. Shearer is also President and a Director of Signature Resources Ltd. since 2011. Mr. Shearer is also a Director at Jazz Resources Ltd. and Galena Capital Corp., both based in Vancouver and engaged in the mineral exploration business. Mr. Shearer is also the President of HomeGold Resources Ltd., a company engaged in industrial mineral, base and precious metal exploration and development. Mr. Shearer has extensive experience in mineral exploration and development, as well as extensive experience in obtaining timely production permits. Mr. Shearer obtained a B.Sc. (Honours Geology) in 1973 from the University of British Columbia and a M.Sc. (Mineral Exploration) in 1977 from Imperial College, University of London. Mr. Shearer is also a member in good standing of the Professional Engineers and Geoscientists of British Columbia, the Association of Professional Geoscientists of Ontario, a Fellow of the Geological Association of Canada, a Fellow of the Geological Society (London), a Fellow of the Canadian Institute of Mining and Metallurgy, and an Elected Fellow of the Society of Economic Geologists.

David (Shao Chuan) Bo: Mr. Bo, started his career at China National Petroleum Corporation in mid 1980s. Mr. Bo joined the Ivanhoe Group in the mid 1990s and assumed various managerial positions in the member companies of the group (including Ivanhoe Capital, Ivanhoe Mines, Ivanhoe Energy, then Jinshan Gold Mines (now China Gold International) and South Gobi Resources), with the most recent position General Manager, Business Development at Ivanhoe Capital Corporation. Mr. Bo is the Executive Chairman of China Minerals Mining Corporation, a former director of Ferrous Resources Limited, an iron ore explorer and developer in Brazil, and a former director of Abra Mining Limited, an Australia Securities Exchange listed base metal explorer. Mr. Bo has extensive experience in investment banking, financing, corporate development, joint ventures and project management. Mr. Bo obtained his M.Sc. from Graduate School, China Petroleum University.

How to Support the NMI Nominees

Registered Shareholders

Mundoro shareholders that have a physical share certificate for Mundoro Shares registered in their own name (the "Mundoro Registered Shareholders") who wish to support the election of the NMI Nominees can do so by completing, signing, dating and returning the form of proxy with the heading "NMI FORM OF PROXY" to NMI by facsimile at 1-604-688-9300 or by email to nmicorp@nminvestco.com. The NMI FORM OF PROXY can be obtained by contacting MNI by telephone at 1-604-688-9977 or by email at nmicorp@nminvestco.com. The NMI FORM OF PROXY can also be obtained on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com under the profile for Mundoro at http://www.sedar.com/DisplayCompanyDocuments.do?lang=EN&issuerNo=00026828.

In order to ensure that a NMI FORM OF PROXY can be used at the Mundoro Meeting, it should be returned to NMI by no later than 11am on June 21, 2012.

Mundoro Registered Shareholders who wish to vote in favour of the election of the NMI Nominees but have already completed a form of proxy appointing someone other than the MNI Representatives may revoke their previously completed form of proxy by completing, signing, dating and returning a NMI FORM OF PROXY to NMI by facsimile at 1-604-688-9300 or by email to nmicorp@nminvestco.com.

Beneficial Shareholders

Mundoro shareholders who do not hold their Mundoro Shares in their names (for example, through a bank, trust company, securities dealer or broker or other intermediary) who wish to support the election of the NMI Nominees are urged to contact the intermediary who holds their Mundoro Shares as soon a possible in order to provide voting instructions to such intermediary to either:

  • obtain a new voting instruction form that will enable the shareholder to vote in favour of the NMI Nominees; or
  • change the previous voting instructions from "For" to "Withhold" on the election of John J. Hoey, Teo Dechev, Richard Moores, Michael Calynuik and Claude Britt.

Appointment of an Independent Chair for Mundoro Meeting

In order to ensure that the Mundoro Meeting is conducted in a manner that is free from any perceived conflicts of interest, NMI will seek the appointment of a Chair for the Mundoro Meeting that is independent of both NMI and Mundoro. NMI believes that an independent Chair will ensure that all procedures at the Mundoro Meeting are conducted in a proper and efficient manner, free from any self interest.

Update on the Timing of the Mundoro Meeting

On June 14, 2012, Mundoro, after being served with court materials challenging the enforceability of an advance notice policy announced on June 11, 2012, issued a press release announcing that it had postponed the Mundoro Meeting and would change the record date. NMI believes that Mundoro acted improperly in purporting to postpone the Mundoro Meeting. On June 15, 2012 there was a hearing in the Supreme Court of British Columbia to, among other things, cause Mundoro to proceed with the Mundoro Meeting on June 26, 2012 and not change the record date. The Court indicated that it would rule on whether the Mundoro Meeting will proceed as originally scheduled by June 21, 2012.

Additional Information

NMI is soliciting proxies for the Mundoro Meeting in reliance upon the public broadcast exemption to the solicitation requirements under section 9.2(4) of National Instrument 52‐102 ‐ Continuous Disclosure Obligations, which allows MNI to solicit proxies by way of public broadcast, including press release, speech or publication, and by any other manner permitted under applicable Canadian laws. The following information is provided in accordance with securities laws applicable to public broadcast solicitations.

NMI will bear all costs associated with this solicitation. NMI will seek to be reimbursed by Mundoro for its out of pocket expenses in connection with the solicitation of proxies for the Mundoro Meeting.

NMI is also soliciting proxies for setting the number of directors of Mundoro at five (5) and for re-appointing Ernst & Young, LLP, as auditors of Mundoro for the ensuing year and authorizing the directors of Mundoro to fix the auditor's remuneration. A NMI FORM OF PROXY appointing NMI's representative named in the NMI FORM OF PROXY will be voted at the Mundoro Meeting in favour of the election of the NMI Nominees, in favour of setting the number of directors of Mundoro at five (5), and in favour of re-appointing Ernst & Young, LLP, as auditors of Mundoro for the ensuing year and authorizing the directors of Mundoro to fix the auditor's remuneration.

Mundoro Registered Shareholders giving a NMI FORM OF POXY to NMI may revoke it in any manner permitted by law.

NMI has filed this press release, containing the information required by Form 51‐102F5 - Information Circulars, in respect of its proposed nominees on SEDAR at http://www.sedar.com.

Farris, Vaughan, Wills & Murphy LLP is legal counsel to NMI in connection with this matter.

Forward-Looking Statements

Certain statements in this press release contain forward-looking information within the meaning of applicable securities laws in Canada ("forward-looking information"). The words "anticipates", "believes", "budgets", "could", "estimates", "expects", "forecasts", "intends", "may", "might", "plans", "projects", "schedule", "should", "will", "would" and similar expressions are often intended to identify forward-looking information, although not all forward-looking information contains these identifying words.

The forward-looking information in this press release includes, but is not limited to: the nomination and election of the NMI Nominees and replacement of Mundoro's current directors; the timing and holding of the Mundoro Meeting; the future prospects of Mundoro; the appointment of an independent Chair of the Mundoro Meeting; the outcome of the legal proceedings in the Supreme Court of British Columbia.

In connection with the forward-looking information contained in this news release, MNI has made numerous assumptions. While MNI considers these assumptions to be reasonable, these assumptions are inherently subject to significant uncertainties and contingencies. Additionally, there are known and unknown risk factors which could cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained herein. Known risk factors include, among others: the MNI Nominees may not be elected to the board of Mundoro; the Mundoro Meeting may not be held as currently anticipated, or at all; an independent Chair of the Mundoro Meeting may not be appointed; the outcome of the litigation before the Supreme Court of British Columbia may not be favourable to MNI.

All forward-looking information in this press release is qualified in its entirety by this cautionary statement and, except as may be required by law, NMI undertakes no obligation to revise or update any forward-looking information as a result of new information, future events or otherwise after the date hereof.

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