HONG KONG, May 16, 2019 /CNW/ - LIM Advisors Limited ("LIM"), along with LIM Asia Special Situations Master Fund Limited (the "Nominating Shareholder"), as joint actor, announced today that on May 16, 2019, the Nominating Shareholder issued a notice (the "Notice") to Steppe Gold Ltd. (TSX:STGO) (the "Company") pursuant to the Company's By-law No. 2 – Advance Notice Requirement for the Nomination of Directors (the "Advance Notice By-law") submitting one nominee, Mr. Paul A. Korpi, (the "Nominee") for election to the board of directors of the Company at the annual and special meeting of security holders of the Company to be held on June 18, 2019 (the "Meeting"). LIM provides investment management services to the Nominating Shareholder and exercises control or direction over the securities owned by the Nominating Shareholder. As of the date hereof, LIM exercises control or direction over 4,965,200 common shares of the Company on a non-diluted basis (representing approximately 11.94% of the issued and outstanding common shares on a non-diluted basis) and 8,465,200 common shares on a partially-diluted basis, assuming the conversion of 3,500,000 common share purchase warrants held by the Nominating Shareholder (representing approximately 18.78% of the issued and outstanding common shares on a partially-diluted basis). The Nominating Shareholder beneficially owns the aforementioned common shares and warrants.
The Nominating Shareholder issued the Notice to the Company to ensure that the Nominee may be eligible for election at the Meeting in accordance with the Company's Advance Notice By-law. Pursuant to the Advance Notice By-law, further nominations may be made by the Nominating Shareholder or other shareholders up to May 17, 2019, or later if the Meeting is adjourned or postponed. LIM and the Nominating Shareholder may supplement the Nominee before the nomination deadline with the nomination of additional persons for election to the board of directors of the Company. LIM and the Nominating Shareholder also reserve the right to withdraw the Nominee from time to time or to submit further nominations after the nomination deadline, subject to waiver of the Advance Notice By-law by the board of directors of the Company.
LIM expects to solicit proxies for the election of the Nominee, but has not yet determined the manner in which such solicitations will be made. In addition, LIM may solicit the removal of one or more current directors of the Company in accordance with applicable law.
LIM, through the Nominating Shareholder, holds or controls common shares and other securities of the Company for investment purposes. LIM may, from time to time and depending on market and other conditions, acquire additional common shares and/or other equity, debt or other securities or instruments of the Company in the open market or otherwise, and reserves the right to dispose of any or all of the securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the securities, the whole depending on market conditions, the business and prospects of the Company and other relevant factors.
LIM does not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a)-(k) of Item 5 of the early warning report filed by LIM on the date hereof, except as set forth in such early warning report or as would occur upon or in connection with completion of, or following, any of the actions discussed therein. LIM may take positions regarding or make precatory, conditional or binding proposals with respect to, or with respect to potential changes in, the Company's operations, management, certificate of incorporation and by-laws, composition of the board of directors of the Company or its committees, ownership, capital or corporate structure, dividend policy, potential acquisitions or sales, businesses or assets (including the sales thereof), strategy and/or plans of the Company as a means of enhancing shareholder value. LIM may change its intention with respect to any and all matters referred to in Item 5 of the early warning report filed by LIM on the date hereof. LIM intends to review the investment in the Company on an ongoing basis and may from time to time in the future express its view to and/or meet with management of the Company, the board of directors of the Company, other shareholders or third parties, including, potential acquirors, service providers and financing sources, and/or may formulate plans or proposals regarding the Company, its assets or its securities. Such possible plans or proposals may include one or more plans or proposals that relate to or would result in one of more of the changes referred to in the early warning report filed by LIM on the date hereof, or any of the matters set forth in subparagraphs (a)-(k) of Item 5 of such early warning report.
LIM is a Hong Kong corporation whose principal business address is 19th Floor, Ruttonjee House, 11 Duddell Street, Central, Hong Kong and its principal business is investment management.
The head office of the Company is located at 18 King Street East, Suite 902, Toronto, ON M5C 1C4.
This news release does not constitute a solicitation of proxies and is being filed in accordance with legal requirements under applicable Canadian securities laws. For further information and to obtain a copy of the early warning report filed by LIM under applicable Canadian securities laws in connection with the matters described herein, please see the Company's profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com or please contact:
SOURCE LIM Advisors Limited
For further information: Ben Mak, Chief Executive Officer, LIM Advisors Limited, firstname.lastname@example.org, +852-2533-0964