TIMMINS, ON, April 26, 2013 /CNW/ - Moneta Porcupine Mines Inc. (TSX:ME) (OTC:MPUCF) (XETRA:MOP) (the "Company") has filed on SEDAR a management information circular (the "Circular") in connection with its annual and special meeting of shareholders to be held on May 21, 2013 at 10:00 a.m. (the "Meeting").
The purpose of the Meeting is to consider and approve, among other things, (i) a change of the Company's name to Windjammer Gold Inc., (ii) the standard renewal of the Company's 2010 stock option plan, as amended and restated, and (iii) amendments to the Company's by-laws to increase quorum requirements for shareholder meetings and to add an advance notice requirement for nominations of directors by shareholders in certain circumstances, the particulars of which are set out in the Circular.
Ian C. Peres, President and CEO, said "We are recommending that shareholders vote in support of all the resolutions to be considered at the Annual Meeting on May 21, 2013 including the name change to Windjammer Gold. The 1.1Moz gold (indicated) and 3.2Moz gold (inferred) on our 100% owned Golden Highway has generated significant attention and the Board of Directors has determined that rebranding under a new name is in the best interests of the Company and its shareholders. The proposed name Windjammer Gold reflects the importance of the extensive gold mineralization in, near, at depth and along strike of the Windjammer zones that form part our large and growing gold resource located east of Timmins, Ontario."
Advance Notice By-Law
The Board has adopted By-Law No. 2 that, among other things, contains provisions for advance notice provisions with respect to the nomination of directors by shareholders in certain circumstances. The purpose of the advance notice provisions is to facilitate an orderly and efficient process for shareholder meetings and ensure that all shareholders receive adequate notice of director nominations and sufficient time and information with respect to all nominees to make appropriate deliberations and register an informed vote.
The advance notice provisions fix a deadline by which shareholders 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 a written notice to the Company for any director nominee to be eligible for election at such annual or special meeting of shareholders. In the case of an annual meeting of shareholders, notice to the Company must be not less than 30 and not more than 65 days prior to the date of the annual meeting; save and except where the annual meeting is to be held on a date less than 50 days after the date on which the first public announcement of the date of such annual meeting was made, in which event notice may be given not later than the close of business on the 10th day following such public announcement. In the case of a special meeting of shareholders (that is not also an annual meeting), notice to the Company must be given not later than the close of business on the 15th day following the day on which the first public announcement of the date of such special meeting was made.
By-Law No. 2 is effective and in full force and effect as of April 25, 2013. If By-Law No. 2 is not confirmed at the Meeting by ordinary resolution of shareholders, it will terminate and be of no further force and effect following the termination of the Meeting.
Policy on Individual Election of Directors
The Board of Directors has adopted a policy to require a director's resignation as a director of the Corporation if the director receives more "withheld" votes than "for" votes in an uncontested election of directors at a meeting of Shareholders such as the Meeting. The Board of Directors would accept the resignation, except in extenuating circumstances. The Board of Directors is required to make its decision within 90 days after the date of the vote by Shareholders and the Corporation would issue a press release either announcing the resignation or explaining why the Board of Directors had not accepted the resignation. The director who tendered the resignation would not be part of the decision-making process.
First Amended and Restated 2010 Stock Option Plan
The Board, in the normal course, amended and restated the Company's 2010 stock option plan (the "First Amended and Restated 2010 Stock Option Plan") to make certain technical amendments to conform to current legal and administrative practice for equity compensation plans. The amendments are consistent with guidelines of Institutional Shareholder Services Inc., a leading independent proxy voting advisory and corporate governance services firm. As the three-year term of the original 2010 Stock Option Plan prescribed by the Toronto Stock Exchange will expire on June 10, 2013, an ordinary resolution will be placed before the shareholders approving the First Amended and Restated 2010 Stock Option Plan and approving the unallocated options under such plan.
Revised Annual Information Form
The Company has re-filed on SEDAR its annual certifications and annual information form for the year ended December 31, 2012. The Company's revised annual information form ("Revised AIF") includes additional disclosure in the normal course, with respect to the Company's audit committee including the full text of the audit committee Charter, and also provides additional detail with respect to legal proceedings involving the Company.
Copies of the Circular, the First Amended and Restated 2010 Stock Option Plan and the Revised AIF have been posted on SEDAR and are available for review at www.sedar.com.
Moneta holds a 100% interest in 5 core gold projects strategically located along the Destor Porcupine Fault Zone in the world class Timmins Camp with over 85 million ounces of past gold production. Moneta's land position is one of the largest after three gold producers including the highly prospective Golden Highway Project. The Golden Highway Project covers 12 kilometers of a highly prospective volcanic/sedimentary belt along the Destor Porcupine Fault Zone, has exceptional infrastructure including paved highway access, water, electricity, skilled labor force, and nearby mills, and currently hosts a NI 43-101 resource estimate of 1,091,000 ounces indicated (31.1 Mt at 1.09 g/t Au) plus 3,204,000 ounces inferred (83.3 Mt at 1.20 g/t Au), clustered within four kilometres.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless an exemption from such registration is available.
Some of the statements contained in this release are forward-looking statements, such as estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements.
SOURCE: Moneta Porcupine Mines Inc.
For further information:
Ian C. Peres, President & CEO