Samara Capital Inc., Concerned Shareholder of Selwyn Resources Ltd.



April 22, 2013 17:45 ET

Samara Capital Inc. Announces Results of the Annual General and Special Meeting of Selwyn Resources Ltd.

Concerned Shareholder Slate Elected at Meeting

TORONTO, ONTARIO--(Marketwired - April 22, 2013) - Samara Capital Inc., the Concerned Shareholder of Selwyn Resources Ltd. (the "Company"), is pleased to announce the results of the Annual General and Special Meeting of the Company held earlier today.

The results of the Meeting are as follows:

  • the special resolution to approve the sale of the Company's remaining 50% joint venture interest in the Selwyn zinc and lead project to Chihong Canada Mining Ltd. (the "Transaction Resolution") was approved;
  • KPMG LLP, Chartered Accountants, were re-appointed as the auditors of the Company;
  • the number of directors of the Company was fixed at five;
  • the following nominees were elected as the directors of the Company for the ensuing year: Benedict Cubitt, Justin Oliver, Jeremy Link, David Kwong and A. Jay Collins; and
  • the resolution to ratify and approve the continuation of the Company's stock option plan was defeated.

Shareholders holding in aggregate 195,869,643 common shares, representing 49.7% of the shares outstanding on the record date for the Meeting and approximately 74% of the shares represented at the Meeting, voted for the slate of directors proposed by the Concerned Shareholder.

Mr. Benedict Cubitt, Portfolio Manager of the Concerned Shareholder, stated: "We are extremely pleased with the overwhelming support at the Meeting today for our proposed director nominees, and their planned use of proceeds from the Company's transaction with Chihong Canada Mining Ltd."

As disclosed in the Information Circular filed by the Concerned Shareholder on April 17, 2013, the Concerned Shareholder understands that if the Company's transaction with Chihong Canada Mining Ltd. closes, the Company's new directors, Benedict Cubitt, Justin Oliver and Jeremy Link (the "Shareholder Nominees") intend to cause the Company to:

  • upon settlement of all liabilities of Selwyn, pay out substantially all cash and cash equivalents to the shareholders of Selwyn in the form of a special dividend (or return of capital) as soon as practicable after receiving full payment from the purchaser from the sale of the Selwyn Project. Based on Selwyn's publicly available information, it is estimated that up to $0.10 per share would be available to be returned to shareholders on a pro forma basis; and
  • immediately launch a strategic review of the ScoZinc project with the goal of selling the asset and paying out the net proceeds to shareholders, or if possible, selling the entire Company.

The foregoing is based on certain publicly available information and any unforeseen liabilities could affect the amount of the anticipated payout. The foregoing is also subject to the Shareholder Nominees' obligation to act in accordance with their fiduciary duties applicable to directors of a corporate entity.

The Shareholder Nominees have each confirmed their support for the sale of the Company's remaining 50% joint venture interest in the Selwyn zinc and lead project to Chihong Canada Mining Ltd., and that they will work towards the expeditious completion of that transaction.

At the Meeting, the management appointed Chairman improperly purported to adjourn the Meeting following the conclusion of Transaction Resolution. The Meeting elected a replacement Chairman and proceeded with the remaining business of the Meeting as set out in the Notice of the Meeting dated March 22, 2013, the results of which are disclosed above.

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