Samaranta Mining Corporation

Samaranta Mining Corporation

September 11, 2013 08:45 ET

Samaranta Announces Adoption of Advance Notice Policy, Proposed Share Consolidation, Name Change

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Sept. 11, 2013) - Samaranta Mining Corporation (TSX VENTURE:SAX) (the "Company") announces that it will hold an annual general and special meeting of its shareholders (the "AGM") on October 15, 2013.

Amongst other matters to be addressed at the AGM, the Company will be asking its shareholders to approve a name change to "Icon Exploration Inc." and a consolidation of the Company's common shares such that one new common share would be issued for every five common shares outstanding on the effective date of the consolidation, or such lower number of common shares as may be determined by the Board of Directors of the Company and as may be required to obtain approval of the consolidation from the TSX Venture Exchange. The Company currently has 48,982,147 shares issued and following a 5:1 consolidation there would be approximately 9,796,429 common shares outstanding, post-consolidation. The principal reasons for proposing the share consolidation are to improve the capital structure of the Company and to broaden investor appeal in the Company. The name change and consolidation are subject to the approval, by special resolution, of the shareholders of the Company and the approval of the TSX Venture Exchange.

The Company also announces today the approval by its board of directors of an Advance Notice Policy (the "Policy"), which Policy, among other things, includes a provision that requires advance notice to the Company in circumstances where nominations of persons for election to the board of directors are made by shareholders of the Company other than pursuant to (i) a "proposal" made in accordance with Division 7 of the Business Corporations Act (British Columbia)(the "Act"); or (ii) a requisition of the shareholders made in accordance with section 167 of the Act.

Among other things, the Policy fixes a deadline by which holders of record of common shares of the Company must submit director nominations to the Secretary of the Company prior to any annual or special meeting of shareholders and sets forth the specific information that a shareholder must include in the written notice to the Secretary of the Company for an effective nomination to occur. No person will be eligible for election as a director of the Company unless nominated in accordance with the provisions of the Policy.

In the case of an annual meeting of shareholders, notice to the Company must be made not less than 30 nor more than 65 days prior to the date of the annual meeting; provided, however, that in the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made by the Company, notice may be made no later than the close of business on the 10th day following such public announcement. In the case of a special meeting of shareholders (which is not also an annual meeting), notice to the Company must be made no later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made.

The Policy is effective and in full force and effect as of the date it was approved. In accordance with the terms of the Policy, the Policy will be put to shareholders of the Company for approval at the AGM, and if the Policy is not confirmed at the meeting by ordinary resolution of shareholders, the Policy will terminate and be of no further force and effect following the termination of the AGM.

The date of the AGM is less than 50 days from the date hereof, therefore, any director nominations for the AGM must be received by the Company in compliance with the Policy no later than the close of business on September 21, 2013.

"This added policy will allow the shareholders to be more involved in the direction and management of the Company moving forward. The restructure and name change stand to establish a new focus for the Company and we look forward to continuing with these positive changes," stated Dan Fish, interim CEO.

The full text of the Policy will be available via SEDAR at or upon request by contacting the Company at (604) 678-5308 or by email at

About Samaranta Mining Corporation

Samaranta is a mineral exploration and development company actively exploring for gold and precious metals in the Americas, with projects in both Nevada and Colombia. The Company's primary focus is the Guadalupe gold property that is contiguous with the Frontino Gold Mine ("Frontino"). Frontino is currently the largest gold mine in Colombia and has been in operation for over 150 years with historic production estimated at 7 million ounces. Samaranta is the first company to explore the Guadalupe property using modern exploration techniques.

As the Company moves forward, management will lever its experience in North and South America and add value by adding projects that bring near-term value to its shareholders.


Dan Fish, Interim CEO

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-looking information

All statements included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. These forward-looking statements involve numerous assumptions made by the Company based on its experience, perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. In addition, these statements involve substantial known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will prove inaccurate, certain of which are beyond the Company's control. Readers should not place undue reliance on forward-looking statements. Except as required by law, the Company does not intend to revise or update these forward-looking statements after the date hereof or to revise them to reflect the occurrence of future unanticipated events.

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