VANCOUVER, Sept. 24, 2013 /CNW/ - Callinan Royalties Corporation ("Callinan" or the "Corporation") announces that the board of directors of the Corporation has approved amendments to its by-laws to add a provision (the "Advance Notice Provision") that requires advance notice to the Corporation in circumstances where director nominations are made by shareholders of the Corporation, other than in connection with: (i) the requisition of a shareholders' meeting; or (ii) a shareholder proposal, in each case made pursuant to the Canada Business Corporations Act.
The Advance Notice Provision is meant to: (i) facilitate an orderly and efficient annual and/or special meeting process; (ii) ensure all shareholders receive adequate notice of director nominations and sufficient information with respect to all nominees; and (iii) allow shareholders to register an informed vote, having been afforded reasonable time for appropriate deliberation.
The Advance Notice Provision fixes deadlines by which shareholders of record of Callinan must submit director nominations to the Corporation prior to any annual or special meeting of shareholders at which directors are to be elected, and sets forth the information a shareholder must include in the notice to the Corporation for an effective nomination to occur. No person will be eligible for election as a director of Callinan unless nominated in accordance with the provisions of the Advance Notice Provision.
In the case of an annual meeting of shareholders, the deadline for notice to Callinan pursuant to the Advance Notice Provision is not less than 30 days, or more than 65 days, prior to the date of the annual meeting of shareholders; provided, however, that in the event that the annual meeting of shareholders 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 (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for any other purposes), the deadline for notice to Callinan pursuant to the Advance Notice Provision is 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 by-law amendment is effective immediately and will be placed before shareholders for ratification and confirmation at the next annual and special meeting of shareholders of the Corporation scheduled for Tuesday, December 3, 2013 at 11 a.m. (PST) at the offices of Boughton Law Corporation, 700 - 595 Burrard Street, Vancouver, British Columbia, V7X 1S8. A copy of the by-law amendment has been filed under the Corporation's SEDAR profile at www.sedar.com.
In addition to the Advance Notice Provision described above, Callinan is also pleased to inform its shareholders that the following new changes and initiatives have recently been undertaken to reflect Callinan's commitment to ensuring that its corporate governance is current and effective:
- A Majority Voting Policy has been approved by the board of directors of the Corporation and will be implemented for this year's annual general meeting. The Majority Voting Policy provides, among other things, that if the number of votes withheld from any director is greater than the number of votes for such director, such director will be required to promptly submit an offer to resign to the board. In making a decision to accept or reject a resignation offer, the board of directors will be expected to accept it unless the board determines there are extraordinary circumstances that justify delaying acceptance or rejecting it. The Majority Voting Policy does not apply in circumstances involving contested director elections. The Majority Voting Policy has been codified by way of an amendment to the Corporation's Corporate Practices Policy.
- The Corporation proposes to implement the Notice and Access Provision to utilize the electronic communication method of communicating with shareholders.
- Callinan also announces that Ms. Tamara Edwards has been appointed as its Corporate Secretary in addition to her duties as CFO. Accordingly, Ms. Cheri Pedersen has resigned as Corporate Secretary and the board wishes to express appreciation for her many years of service to the Company.
On Behalf of the Board of Directors,
Roland Butler, CEO
Callinan Royalties Corporation is a Canadian company that creates and acquires mineral royalties. The Corporation uses its royalty income to provide alternative financing options to mineral exploration and development companies with attractive projects. Callinan's strategy is to create shareholder value over the long term by generating a portfolio of profitable mineral royalties.
Callinan currently has two producing royalties. Callinan holds a 6⅔% net profits interest royalty and a $0.25 per ton production royalty on lands that include the 777 Mine and 777 North Mine owned by HudBay Minerals Inc. located in Flin Flon, Manitoba, Canada. The Callinan also holds the 777 Deeps (War Baby) property and an associated royalty option on the property, which is located adjacent to the 777 Mine.
Callinan is a dividend paying Tier 1 company listed on the TSX Venture Exchange under the symbol CAA. The Corporation has a strong financial position with no debt, approximately $27 million in cash and approximately 49.4 million shares outstanding.
Cautionary Statement on Forward-Looking Information
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 release. Certain of the information presented in this News Release may constitute "forward-looking statements" or "forward-looking information" within the meaning of Canadian securities legislation (together referred to as "forward-looking statements"). The forward-looking statements are subject to risks, uncertainties and other factors that may cause actual results to be materially different from those expressed or implied by such forward-looking statements, including any delays in the receipt of consents or approvals. Although Callinan Royalties has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, 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 such statements 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 statements contained in this News Release and in any document referred to in this News Release. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date the statements are made and Callinan Royalties undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable law.
SOURCE: Callinan Royalties Corporation
For further information:
For more information, please visit www.callinan.com or contact:
Roland Butler, CEO
Callinan Royalties Corporation
+1 709 535 3433
Tamara Edwards, CFO
Callinan Royalties Corporation
+1 604 605 0885
1110 - 555 West Hastings Street
Canada, V6B 4N4