Virgin Metals Inc.
TSX VENTURE : VGM

Virgin Metals Inc.

March 27, 2014 16:22 ET

Virgin Metals Inc. Announces Adoption of Advance Notice By-Law, Shareholders Rights Plan and Proposed Share Consolidation, Name Change

TORONTO, ONTARIO--(Marketwired - March 27, 2014) -

NOT FOR DISSEMINATION IN THE UNITED STATES

Virgin Metals Inc. (the "Company") (TSX VENTURE:VGM) is pleased to announce that its board of directors (the "Board") has approved and adopted an advance notice by-law (the "By-law"). The By-law sets a deadline by which shareholders of the Company must submit a notice of director nominations to the Company prior to any annual or special meeting of shareholders and sets forth the information that a shareholder must include in the notice to the Company for it to be valid.

Specifically, the By-law includes a provision that requires advance notice be given 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 requisition of a meeting made pursuant to the provisions of the Business Corporations Act (Ontario) (the "Act"); or (ii) a shareholder proposal made pursuant to the provisions of the Act.

In the case of an annual meeting of shareholders, notice to the Company must be made not less than 30 days and not more than 65 days prior to the date of the annual meeting. However, 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, notice may be made not later than the close of business on the tenth 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 not 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 By-law will be effective immediately after the Company has received acceptance by the TSX Venture Exchange ("TSXV").

The By‐Law will be placed before shareholders (the "Shareholders") at the next annual and special meeting of the Shareholders scheduled for April 16, 2014 (the "Meeting"). The full text of the By‐Law is available in the Company's management information circular which has been filed on SEDAR (www.sedar.com).

At the Meeting, the Shareholders will also be asked to adopt a shareholder rights plan (the "Shareholder Rights Plan"). The purpose of the Shareholder Rights Plan is to ensure, to the extent possible, the fair treatment of all shareholders in connection with any take-over bid for the securities of the Copmany, and to ensure that the Board is provided with sufficient time to evaluate unsolicited take-over bids and to explore and develop alternatives to maximize shareholder value. The Shareholder Rights Plan remains subject to any comments of an administrative nature by the Company's rights agent or that relate to the rights and obligations of the rights agent which do not materially affect the Company or its shareholders. The final form of the Shareholder Rights Plan will be filed on SEDAR (www.sedar.com) in due course.

At the Meeting, Shareholders will also to be asked to approve a consolidation of the Company's common shares on a ten for 1 (10:1) basis (the "Consolidation"), or such other ratio as may be determined by the Board, based on their sole direction.

In conjunction with the Consolidation, Shareholders will also be asked to authorize the Board to change the Company's name from "Virgin Metals Inc." to any such name deemed appropriate by the Board (the "Name Change") and as may be acceptable to the TSX Venture Exchange ("TSXV").

The Advance Notice By-Law, Shareholder Rights Plan, Consolidation and Name Change, as well as other items to be voted on by the Shareholders, are subject to approval by the TSXV. For more information on the Advance Notice By-Law, the Shareholders Rights Plan and the Consolidation, please refer to the Company's management information circular filed on SEDAR at www.sedar.com.

About Virgin Metals

Virgin Metals is a junior exploration and development company; its projects include the Los Verdes copper-molybdenum porphyry project in Sonora, northern Mexico which is currently the subject of a pre-feasibility study.

Forward-Looking Statements

This news release contains forward-looking statements. The use of the words "may", "believe", "could", "would", "might", or "will be taken", "occur" or "be achieved" and similar expressions identify forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. The forward-looking statements set forth in this news release are subject to various risks and other factors which could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements.

You should not place undue importance on forward-looking information and should not rely upon this information as of any other date. The Company disclaims any intention or obligation to update or revise any of the forward-looking statements in this news release, whether as a result of new information, future events or otherwise, or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law.

THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

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