Castle Mountain Adopts Shareholder Rights Plan and Updates By-Laws
TORONTO, ONTARIO--(Marketwired - Dec 3, 2013) - Castle Mountain
Mining Company Limited (TSX-VENTURE:CMM): ("Castle Mountain Mining"
or the "Company") is pleased to announce that its board of
directors (the "Board") has approved the adoption of a shareholder
rights plan agreement (the "Rights Plan"), entered into with Equity
Financial Trust Company, as rights agent, effective December 3,
2013. In addition, the Board has approved amendments to the
Company's by-laws to include an advance notice provision (the
"Provision") which requires advance notice to the Company in
circumstances where nominations of persons for election to the
Board are made by shareholders of the Company other than pursuant
to: (i) the requisition of a meeting, or (ii) a shareholder
proposal, both made pursuant to the provisions of the Business
Corporations Act (Ontario) (the "Act").
The Rights Plan is being adopted to provide adequate time for
the Board and the Company's shareholders to assess any unsolicited
take-over bid (a "Bid") which might be received, to provide the
Board with sufficient time to explore and develop alternatives for
maximizing shareholder value and to provide the Company's
shareholders with an equal opportunity to participate in the Bid
and protect them from unfair or coercive tactics. The Rights Plan
is not being adopted as a result of any pending or suspected
unsolicited Bid to acquire control of the Company.
The Rights Plan is intended to encourage any Bid to satisfy
certain minimum standards designed to promote fairness. If a Bid
fails to satisfy these minimum standards, the Rights Plan provides
that holders of the Company's common shares, other than the bidder,
will be able to purchase additional common shares at a substantial
discount to the market price.
The Rights Plan has been conditionally approved by the TSX
Venture Exchange and is subject to the ratification by the
shareholders of the Corporation at its next annual and special
meeting of shareholders.
With respect to the Provision, among other things, it fixes a
deadline by which holders of record of common shares of the Company
must submit 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.
In the case of an annual meeting of shareholders, notice to the
Company must be provided not less than 30 days nor more than 65
days prior to the date of the annual meeting; provided, however,
that in the event that the annual meeting is called for 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 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 provided 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 Company believes that adopting the Provision is considered
to be good corporate governance. The Provision provides a clear
process for shareholders to follow for director nominations and
sets out a reasonable time frame for nominee submissions and the
provision of accompanying information. The purpose of the Provision
is to treat all shareholders fairly by ensuring that all
shareholders receive adequate notice of the nominations to be
considered at a meeting and can thereby exercise their voting
rights in an informed manner. In addition, the Provision should
assist in facilitating an orderly and efficient meeting
process.
The amended by-laws, which include the Provision, are effective
as of the date they were approved by the Board of Directors, being
December 3, 2013. In accordance with the Act, the amendments to the
Company's by-laws are subject to confirmation by shareholders at
its next annual meeting of shareholders.
A copy of the Rights Plan and the amended by-laws, which contain
the full text of the Provision, will be available under the
Company's profile on SEDAR at www.sedar.com and on Castle Mountain
Mining's website.
About Castle Mountain Mining Company
Subject to certain obligations, Castle Mountain has 100% of the
right, title and beneficial interest in and to the Castle Mountain
Venture, a California general partnership, which owns the Castle
Mountain property in San Bernardino County, California. The Castle
Mountain heap leach gold mine produced over one million ounces of
gold from 1992 to 2001, when mining was suspended due to low gold
prices.
The Castle Mountain venture land holdings (7,458 acres total)
include patented claims (1,298 acres), and unpatented claims (3,209
acres), covering approximately 4,507 acres, plus additional leased
claims of approximately 2,951 acres. In June 2013 the Company
completed the Phase 1 drill program which tested several
exploration targets at various locations on the property. These
drill results were disclosed in press releases dated June 20, 2013
and July 16, 2013. On November 21, 2013, the Company announced its
maiden NI 43-101 mineral resource estimate which included an
indicated resource of 3.15 million ounces of gold and an inferred
resource of 1.06 million ounces of gold. The press releases are
available at the Company's website at www.castlemountainmining.com.
Castle Mountain Mining expects to start a Phase 2 program at the
property in early 2014, subject to financing.
Castle Mountain Mining Company Limited, through its wholly owned
subsidiaries including Castle Mountain Venture, is focused on the
exploration and, if warranted, development of deposits in San
Bernardino County, California. The principal gold mineralization
identified to date within the Project are below and surrounding the
historically mined pits on the property including the Oro
Belle-Hart Tunnel, Jumbo, and Lesley Anne-Jumbo South Pits, as well
as in the South Domes area.
Neither the 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 news release.
Forward-Looking Statements
Statements contained in this news release that are not
historical facts are "forward-looking information" or
"forward-looking statements" (collectively, "Forward-Looking
Information") within the meaning of applicable Canadian securities
legislation and the United States Private Securities Litigation
Reform Act of 1995. Forward Looking Information includes, but is
not limited to, disclosure regarding possible events, conditions or
financial performance that is based on assumptions about future
economic conditions and courses of action; the timing and costs of
future exploration activities on the Company's properties; success
of exploration activities; permitting time lines and requirements;
time lines for technical reports; planned exploration and
development of properties and the results thereof; and planned
expenditures and budgets and the execution thereof. In certain
cases, Forward-Looking Information can be identified by the use of
words and phrases such as "plans", "expects" or "does not expect",
"is expected", budget", "scheduled", "suggest", "optimize",
"estimates", "forecasts", "intends", "anticipates", "potential" or
"does not anticipate", believes", "anomalous" or variations of such
words and phrases or statements that certain actions, events or
results "may", "could", "would", "might" or "will be taken",
"occur" or "be achieved". In making the forward-looking statements
in this news release, the Company has applied several material
assumptions, including, but not limited to, that the current
exploration and other objectives concerning the Castle Mountain
Project can be achieved and that its other corporate activities
will proceed as expected; that the current price and demand for
gold will be sustained or will improve; that general business and
economic conditions will not change in a materially adverse manner
and that all necessary governmental approvals for the planned
exploration on the Castle Mountain Project will be obtained in a
timely manner and on acceptable terms; the continuity of the price
of gold and other metals, economic and political conditions and
operations. Forward-Looking Information involves known and unknown
risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company to be
materially different from any future results, performance or
achievements expressed or implied by the Forward-Looking
Information. Such risks and other factors include, among others,
risks related to the availability of financing on commercially
reasonable terms and the expected use of proceeds; operations and
contractual obligations; changes in exploration programs based upon
results of exploration; future prices of metals; availability of
third party contractors; availability of equipment; failure of
equipment to operate as anticipated; accidents, effects of weather
and other natural phenomena and other risks associated with the
mineral exploration industry; environmental risks, including
environmental matters under U.S. federal and California rules and
regulations; impact of environmental remediation requirements and
the terms of existing and potential consent decrees on the
Company's planned exploration on the Castle Mountain Project;
certainty of mineral title; community relations; delays in
obtaining governmental approvals or financing; fluctuations in
mineral prices; the Company's dependence on one mineral project;
the nature of mineral exploration and mining and the uncertain
commercial viability of certain mineral deposits; the Company's
lack of operating revenues; governmental regulations and the
ability to obtain necessary licenses and permits; risks related to
mineral properties being subject to prior unregistered agreements,
transfers or claims and other defects in title; currency
fluctuations; changes in environmental laws and regulations and
changes in the application of standards pursuant to existing laws
and regulations which may increase costs of doing business and
restrict operations; risks related to dependence on key personnel;
and estimates used in financial statements proving to be incorrect;
as well as those factors discussed in the Company's public
disclosure record. Although the Company has attempted to identify
important factors that could affect the Company and may cause
actual actions, events or results to differ materially from those
described in Forward-Looking Information, there may be other
factors that cause actions, events or results not to be as
anticipated, estimated or intended. There can be no assurance that
Forward-Looking Information will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on Forward-Looking Information. Except as
required by law, the Company does not assume any obligation to
release publicly any revisions to Forward-Looking Information
contained in this news release to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated
events.
Castle Mountain Mining CompanyGordon McCrearyPresident and
CEO(416) 572-0152gmccreary@castlemountainmining.comCastle Mountain
Mining CompanyFraser BuchanVP Corporate Development(416)
640-1933fbuchan@83yonge.comwww.castlemountainmining.com
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