Selwyn Resources Ltd.
TSX VENTURE : SWN

Selwyn Resources Ltd.

April 19, 2013 14:38 ET

Selwyn Resources to Hold Vote on Sale of Selwyn Project Only on April 22, 2013; Annual Meeting Matters Adjourned

VANCOUVER, BRITISH COLUMBIA--(Marketwired - April 19, 2013) - Selwyn Resources Ltd. (TSX VENTURE:SWN) ("Selwyn" or the "Company") announces that the vote to approve the sale of its remaining 50% interest in the Selwyn Project (the "Transaction") will proceed on Monday, April 22, 2013 at its meeting of shareholders (the "Meeting"). The annual meeting matters that were to be considered at the Meeting, including the election of directors, have been adjourned and will be considered at a meeting of shareholders to be held at a later date.

Actions by Samara Capital

On Wednesday, April 17, 2013, Samara Capital Inc. ("Samara") issued a press release and filed materials on SEDAR indicating that it would be proposing three new director nominees at the Meeting. Samara's materials indicate that it disagrees with the proposed use of proceeds from the sale of the Selwyn Project (the "Sale Proceeds"), and that if it obtained control of the board, it would implement a special dividend of the net Sale Proceeds and conduct a strategic review of the ScoZinc Mine that would be intended to either liquidate the Company's assets or sell the Company as a whole.

Adjournment of Annual Meeting Matters

After considering the effect, content and timing of Samara's announcement, the board of directors of the Company, together with the Chair of the Meeting, have determined that it is appropriate to adjourn the annual meeting matters that were to be considered at the Meeting. The Company considers such adjournment is necessary so that shareholders have adequate time to consider Samara's alternative proposal, and to allow the Company to address certain statements made in Samara's materials. The Company believes it is important for shareholders to have had full and complete information before determining whether to support management's strategic plan for the development of the Company or Samara's proposal. The Company believes that the timing of Samara's announcement and the incomplete and misleading information included in that announcement has the potential to prejudice shareholders as they vote on the annual meeting matters. The Company will address such statements in upcoming disclosures.

The Company is also concerned about Samara's statement that it has solicited proxies representing an aggregate of approximately 50% of Selwyn's shares. As of the proxy cut-off time, none of the proxies received indicate support for the three new Samara board nominees.

The Company will advise shareholders as to the rescheduled date for the annual shareholder meeting. So as to avoid any possible interference with the closing of the Transaction, the Company expects that such rescheduled meeting will be held after the anticipated closing date for the Transaction. Until such time as the rescheduled meeting is held and the annual meeting matters are voted upon by Selwyn shareholders, the Company will not use the net Sale Proceeds to fund any material capital expenditures related to the restart of ScoZinc Mine.

Vote to Approve Sale of Selwyn Project

As required under the purchase agreement relating to the sale of the Company's interest in the Selwyn Project, the vote to approve the Transaction will be held at the Meeting at 10:00 a.m. Pacific time on Monday, April 22, 2013. The vote on the Transaction will be the only matter considered at the Meeting. As announced on April 16, 2013, the location of the Meeting has been changed to Room 1430 (Segal Centre) at Harbour Centre, 515 West Hastings Street, Vancouver, B.C.

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 rescheduled meeting of Selwyn shareholders, the completion of the Transaction, as well as the use of proceeds from the Transaction. 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, 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, shareholder approval and regulatory review, Chinese governmental regulatory matters, results of the restart program at the ScoZinc Mine, exploration and development activities, the interpretation of drilling results and other geological data, the uncertainties of resource and reserve estimations, receipt of permits to conduct mining activities, project cost overruns or unanticipated costs and expenses, the availability of funds, fluctuations in metal prices, currency fluctuations, 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
    International Toll-free: 800-7581-2133

    Selwyn Resources Ltd.
    Carlos Gonzalez, Manager of Investor Communications
    (604) 801-7240 or Toll-free: 1-888-989-9188
    International Toll-free: 800-7581-2133
    (604) 689-8355 (FAX)
    info@selwynresources.com
    www.selwynresources.com