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TORONTO, May 24, 2013 /CNW/ - Marret Resource Corp. (TSX: MAR) (the
"Company") is pleased to announce the appointment of Mr. Frank Davis as
the new Chairman of the Board of Directors of the Company effective
May 23, 2013. Mr. Davis has been a director of the Company since
August 1, 2008 and serves on the Company's Audit Committee and is the
Chair of the Corporate Governance and Nominating Committee. Mr. Davis
is currently counsel for Bennett Jones LLP since February 2013, and
prior to that was counsel for, and previously a partner of, the law
firm Fraser Milner Casgrain LLP, practicing principally in the areas of
securities and capital markets, corporate finance, mergers and
acquisitions and mining. Mr. Davis is currently a director of Torex
Gold Resources Inc., Sereno Capital Company and Malbex Resources Inc.
Mr. Davis is also a member of, and has received his ICD.D from, the
Institute of Corporate Directors.
The Company is also pleased to announce the appointment of Mr. Douglas
Scharf to the Board of Directors of the Company effectively May 23,
2013. Mr. Scharf will also serve on the Company's Audit Committee and
the Corporate Governance and Nominating Committee. Mr. Scharf has been
in international precious metal and base metal mining since 1978. He
has been involved in a number of acquisitions, mergers, financings and
development projects. As Chief Financial Officer of the Dome Mines
Group of Companies, he was instrumental in the formation of Placer Dome
Inc. Mr. Scharf was Vice President, Finance of Placer Dome Inc. and
also a Director and Chief Financial Officer of Inmet Mining
Corporation. He was also instrumental in the acquisition and financing
of HudBay Minerals Inc. and served as that company's Executive
Vice-President of Corporate Development. He has served as a director
and consultant to a number of other mining companies. He is also a
member of the Ontario Institute of Chartered Accountants.
The board of directors also strengthened its corporate governance
policies with the approval of two items today:
Amendment to By-Laws (Advance Notice Requirement)
The board of directors approved an amendment to the by-laws of the
Company (By-Law No. 1) to include mandatory procedures for nominations
of persons for election to the Board, including an advance notice
requirement for nominations by shareholders in certain circumstances
(the "By-Law Amendment"). The advance notice requirement 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 meeting of shareholders (or any special meeting of
shareholders if one of the purposes for which the special meeting is
called is the election of one or more directors) and sets forth the
specific information that a nominating shareholder must include in the
written notice to the Secretary of the Company for a nomination to be
The Board understands that amending the Company's by-laws to include an
advance notice requirement is consistent with an emerging corporate
governance trend among Canadian issuers. The Board and management
believe that the By-Law Amendment provides shareholders, directors and
management with a transparent, structured and fair framework for
nominating directors. In addition, the Board and management believe
that the advance notice requirement will facilitate an orderly and
efficient annual or special meeting process, ensure that all
shareholders receive adequate notice and information concerning
nominees and provide shareholders reasonable time for appropriate
deliberation in advance of the meeting.
In the case of an annual meeting of shareholders, notice to the Company
must be made not less than 30 and not 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, 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) called for the purpose of electing directors (whether
or not called for other purposes), 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 Amendment is effective immediately and will be placed before
shareholders for ratification at the annual and special meeting of
shareholders of the Company on June 26, 2013 (the "Meeting"). A copy of
the By-Law Amendment will be filed under the Company's profile at www.sedar.com.
Approval of Majority Voting Policy
The board of directors also approved a "Majority Voting Policy" which
provides that in an uncontested election of directors, each director
should be elected by the vote of a majority of the common shares
represented in person or by proxy at any shareholder's meeting for the
election of directors. Accordingly, if any nominee for director
receives a greater number of votes "withheld" from his or her election
than votes "for" such election, that director shall promptly tender his
or her resignation to the Chair of the Board of Directors following the
meeting. In this policy, an "uncontested election" means an election
where the number of nominees for director equals the number of
directors to be elected. The Corporate Governance and Nominating
Committee and the Board of Directors shall consider the resignation and
whether or not it should be accepted. Resignations shall be expected to
be accepted except in situations where extenuating circumstances would
warrant the applicable Director to continue to serve as a board member.
The Board of Directors shall disclose their election decision, via
press release, within 90 days of the applicable annual meeting. If a
resignation is accepted, the Board of Directors may appoint a new
Director to fill any vacancy created by resignation.
About Marret Resource Corp.
The Company is focused on natural resource lending. The Company's
business is primarily directed to investing in public and private debt
securities of and making term loans (including bridge and mezzanine
debt) to issuers in a broad range of natural resource sectors,
including energy, base and precious metals and other commodities, and
issuers involved in exploration and development, and may also include
financing other resource related businesses and investing in public and
private equity and quasi-equity securities. The Company seeks to
generate income mainly from its lending activities, while taking
advantage of additional upside through equity participation in the
companies which it finances.
This news release includes certain information that may constitute
"forward-looking information" under applicable Canadian securities
legislation. Forward-looking information includes, but is not limited
to, the anticipated use of the net proceeds of the Offering.
Forward-looking information is necessarily based upon a number of
assumptions that, while considered reasonable, are subject to known and
unknown risks, uncertainties, and other factors which may cause the
actual results and future events to differ materially from those
expressed or implied by such forward-looking information. Such risks
include, but are not limited to, market conditions and the other risks
identified in the short form prospectus dated June 23, 2011 and the
Company's annual information form, in both cases under the heading
"Risk Factors". 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
information. Accordingly, readers should not place undue reliance on
forward-looking information. All forward-looking information contained
in this press release is given as of the date hereof and is based upon
the opinions and estimates of management and information available to
management as at the date hereof. The Company disclaims any intention
or obligation to update or revise any forward-looking information,
whether as a result of new information, future events or otherwise,
except as required by law.
About Marret Asset Management Inc.
Marret Asset Management Inc. is an employee owned credit fixed income
manager based in Toronto. Marret's experienced team of investment
professionals led by Barry Allan specialize exclusively in fixed income
and, particularly, in high yield debt strategies.
This press release contains forward-looking statements and information
within the meaning of applicable securities legislation, including but
not limited to expectations regarding future distributions by the Fund.
Forward-looking statements can be identified by the expressions
"seeks", "expects", "believes", "estimates", "will", "target" and
similar expressions. The forward-looking statements are not historical
facts but reflect Marret Asset Management Inc.'s current expectations
regarding future results or events and are based on information
currently available to management. Certain material factors and
assumptions were applied in providing these forward-looking statements.
All forward-looking statements in this press release are qualified by
these cautionary statements.
Management believes that the expectations reflected in forward-looking
statements are based upon reasonable assumptions; however, management
can give no assurance that the actual results or developments will be
realized. These forward-looking statements are subject to a number of
risks and uncertainties that could cause actual results or events to
differ materially from current expectations, including the matters
discussed under "Risks Factors" in the Fund's current Annual
Information Form. Readers, therefore, should not place undue reliance
on any such forward-looking statements. Further, a forward-looking
statement speaks only as of the date on which such statement is made.
Marret Asset Management Inc. and the Fund undertake no obligation to
publicly update any such statement or to reflect new information or the
occurrence of future events or circumstances except as required by
These forward-looking statements are made as of the date of this press
SOURCE: Marret Resource Corp.
For further information:
please contact: Barry Allan, Chief Executive Officer at 416.214.5800