Panda Capital Inc.
TSX VENTURE : PDA.H

Panda Capital Inc.

September 23, 2011 15:50 ET

Panda Announces Annual and Special Meeting Results

TORONTO, ONTARIO--(Marketwire - Sept. 23, 2011) - Panda Capital Inc. (TSX VENTURE:PDA.H) ("Panda" or the "Company") wishes to provide an update on the previously announced proposed Qualifying Transaction (pursuant to Policy 2.4 of the TSX Venture Exchange) with Continental Mining and Smelting Limited ("Continental"). The Company is pleased to announce that at the Annual and Special Meeting of Shareholders of Panda held on September 21, 2011, Panda received all shareholder approvals required with respect to matters in respect of the Qualifying Transaction including:

  • the election of H. Roy Shipes, James Macintosh, Bruce Reid, John A. McKinney and Robert Munro being conditional upon and effective as of the completion of the Proposed Qualifying Transaction with Continental;
  • re-appointing MNP LLP, Chartered Accountants, as auditors of the Company;
  • approval of the Company's stock option plan;
  • a special resolution authorizing an amendment to the articles of the Company to effect the name change from Panda to "Continental Mining & Smelting Ltd." or such other name as is acceptable to the applicable regulatory authorities;
  • a special resolution authorizing an amendment to the articles of the Company to consolidate the issued and outstanding common shares of the Company on the basis of one new common share for every two common shares issued and outstanding.

These filings are available for review at www.sedar.com. It is expected the Qualifying Transaction will close on or before October 31, 2011.

About Continental Mining and Smelting Limited

Continental is a private Canadian company which currently owns 70% of the Estrades Mine, located approximately 125 kilometres north of Val-d'Or, Quebec. The Estrades Mine contains a gold, silver, zinc VMS (volcanogenic massive sulphide) deposit with associated copper and lead ore. Breakwater Resources Ltd. put the Estrades Mine into production from 1990 to 1991. In addition to a full production ramp reaching down to a depth of 300 meters, there are several surface buildings and a year round road to access the Estrades Mine. Continental completed a National Instrument 43-101 compliant technical report in respect of the Estrades Mine in May 2011 which is available under Continental's profile on www.SEDAR.com.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to TSX-V/NEX acceptance and if applicable pursuant to TSX-V/NEX requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a Capital Pool Company should be considered highly speculative.

The TSX-V has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.

Certain information in this press release may constitute forward-looking information. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. The Company assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements, unless and until required by securities laws applicable to the Company. Additional information identifying risks and uncertainties is contained in the Company's filings with the Canadian securities regulators, which filings are available at www.sedar.com.

Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

Contact Information

  • Panda Capital Inc.
    Robert Munro
    Chief Financial Officer
    (888) 448-4946
    contact@tccg.ca

    Continental Mining and Smelting Limited
    James Macintosh
    President and Chief Executive Officer
    (416) 862-7003
    jm@contlmas.com