TSXV: CAA
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
Roland Butler, CEO
About Callinan
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