Selwyn Resources Ltd.
TSX VENTURE : SWN

Selwyn Resources Ltd.

April 29, 2013 09:15 ET

Selwyn Resources Announces Date of Annual and Special Meeting

VANCOUVER, BRITISH COLUMBIA--(Marketwired - April 29, 2013) - Selwyn Resources Ltd. (TSX VENTURE:SWN) ("Selwyn" or the "Company") announces that its 2013 annual and special meeting will be held on June 17, 2013 (the "Meeting"). The Meeting is in place of the adjourned annual general meeting that was scheduled to be held on April 22, 2013.

Samara Capital Inc. ("Samara"), with the support of certain shareholders of the Company, has presented a proposal for the future direction of Selwyn after the sale of the Selwyn Project that differs from that proposed by the current board of directors. Samara has stated that if it gained control of the Selwyn board it would implement a special dividend of the net sale proceeds from the sale of the Selwyn Project and would conduct a strategic review of the ScoZinc Mine. The strategic review would target either the liquidation of all of Selwyn's assets or the sale of Selwyn as a whole.

The board of directors of Selwyn believes that the Company should carry on its business in a prudent, but financially secure manner. The board favours the development of a strategy that will enable shareholders to elect individually whether to participate in the Company going forward, or to authorize the Company to take steps to return cash to shareholders.

In response to an unequivocal demand by a small group of large shareholders for distribution of substantially all of the Selwyn Project sale proceeds, the board of directors of Selwyn determined that the most equitable option for all shareholders and stakeholders would be to proceed with an orderly liquidation of the Company, as opposed to the immediate payment of a dividend. Given the demands from such shareholders, Selwyn believes that a liquidation will ensure that all shareholders and stakeholders are treated equally and rateably. At the Meeting shareholders will be asked to consider a special resolution under the Business Corporations Act (British Columbia) to authorize a liquidation of the Company.

If Selwyn's present directors are re-elected at the Meeting, the board will pursue the strategy chosen by shareholders through the liquidation resolution. If the liquidation resolution is approved, the board will pursue the liquidation. If the liquidation resolution is not approved, the board of directors of Selwyn intends to carry on the Company's business and develop the strategy referred to above.

The board of directors of Selwyn is of the view that shareholders should receive comprehensive information on the competing strategic alternatives being proposed for the Company - Samara's immediate dividend proposal and the Company's orderly liquidation proposal. The date for the Meeting was chosen so shareholders would have adequate time and opportunity to consider information relating to the two alternatives.

The Company remains open to options that upon proper and full review will result in the greatest return to and be in the best interests of all Selwyn shareholders and stakeholders. As such, the Company invites a representative from one of Resource Capital Fund IV LP, Pan-Pacific Metal Mining Corporation, China Mining Resources Group Limited or Transaminvest S.A. to fill the vacant position on the Selwyn board. Until shareholders have voted at the Meeting, the Company will not use the net sale proceeds from the Transaction to fund any material capital expenditures related to the restart of ScoZinc Mine, or to make any corporate acquisitions or strategic investments.

Forward-Looking Statements

This press release contains forward-looking statements and forward-looking information (collectively referred to as "forward-looking statements") regarding the expected timeline for holding the meeting of Selwyn shareholders, the proposed benefits of liquidation, the expected use of proceeds from the sale of the Selwyn Project, and the board of directors' plan for the Company going forward. These forward-looking statements are based on assumptions and judgments of management regarding future events or results that may prove to be inaccurate as a result of the ability to obtain shareholder and regulatory approvals, dissident shareholder actions, applicable tax treatment for shareholders and the Company, market conditions for securities, commodities prices, the results of exploration activities and engineering studies, the availability of capital on terms acceptable to Selwyn, and other risk factors beyond Selwyn's control.

Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which may have been used. Selwyn's actual results, programs and financial position could differ materially from those anticipated in such forward-looking statements as a result of numerous factors, many of which are beyond Selwyn's control. These factors include, but are not necessarily limited to, court and regulatory review and rulings, the availability of funds, fluctuations in metal prices and general market and industry conditions. There is no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on this information. Selwyn does not undertake to update any forward-looking statements, except as, and to the extent required by, applicable securities laws. For more information about the risks and challenges of Selwyn's business, investors should review Selwyn's Annual Information Form dated March 28, 2013 and its management's discussion and analysis available at www.sedar.com.

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

Contact Information

  • Selwyn Resources Ltd.
    Dr. Harlan Meade
    President and CEO
    604-801-7240 or Toll Free: 1-888-989-9188

    Selwyn Resources Ltd.
    Carlos Gonzalez
    Manager of Investor Communications
    604-801-7240 or Toll Free: 1-888-989-9188
    (604) 689-8355 (FAX)
    info@selwynresources.com
    www.selwynresources.com