Dacha Strategic Metals Inc. Agrees to Reconstitute Its Slate of Director Nominees for Benefit of Shareholders
(firmenpresse) - TORONTO, ONTARIO -- (Marketwire) -- 11/12/12 -- Dacha Strategic Metals Inc. (TSX VENTURE: DSM)(OTCQX: DCHAF) announced today that it has agreed to a reconstitution of its slate of nominees for election to its board of directors designed to place the company in the best position to create long-term value for all its shareholders.
The reconstitution of management's slate of director nominees is the result of discussions between Dacha and Goodwood Inc., one of Dacha's major shareholders, aimed at resolving the proxy contest that has been ongoing between Dacha and Goodwood regarding Dacha's annual and special meeting of shareholders to be held on November 28, 2012 (the "Meeting"). Goodwood controls approximately 6.4% of Dacha's outstanding common shares.
As a result of these discussions, Dacha will be proposing the following individuals for election as directors at the Meeting: Jorge Bernhard, Tye W. Burt, Ian W. Delaney, G. Scott Moore, Alastair Neill, Peter H. Puccetti and Timothy E. Thorsteinson. It is expected that these seven individuals will be elected as Dacha's directors at the Meeting such that the board reconstitution will occur effective November 28, 2012.
All other nominees of both Dacha's management and Goodwood will no longer stand for election at the Meeting. In accordance with the discretionary authority provided by shareholders who have previously delivered proxies in respect of the Meeting, those proxies, unless revoked, will be voted at the Meeting in favour of the election of these seven nominees.
The new board will be tasked to conduct a thorough review of Dacha's metals inventory and the opportunities and prospects to create shareholder value from both Dacha's existing inventories and its rare earth element business going forward. The sole focus of the new board in conducting this review will be to seek to maximize value for Dacha's shareholders. As part of that review, the new board will also consider and assess Dacha's overall corporate strategy and the strategic and other alternatives available to it, with a view to implementing that corporate strategy and direction which maximizes long-term shareholder value for the benefit of Dacha's shareholders.
As part of the board reconstitution, Stan Bharti will no longer be serving as a director or officer of Dacha and G. Scott Moore will no longer be serving as Dacha's President and Chief Executive Officer. The six executives and consultants of Dacha who had change of control termination arrangements with Dacha have agreed, as part of the board reconstitution, to reduce the amounts payable to them such that an aggregate of $4.85 million will be paid by Dacha to those six executives and consultants in connection with the termination of their prior arrangements, which amounts will be secured over assets of Dacha until full payment thereof. Dacha and Forbes & Manhattan, Inc. have also agreed that Forbes & Manhattan, Inc. will provide certain consulting services to the board of directors of Dacha for six months for no consideration. As part of implementing the board transition, releases will be provided among the parties related to matters occurring up to the date of the board transition. As well, the Court application previously announced by Dacha against Goodwood and others in the Ontario Superior Court of Justice will be dismissed.
Biographies:
About Dacha
Dacha Strategic Metals Inc. is an investment company focused on the acquisition, storage and trading of strategic metals with a primary focus on Rare Earth Elements. Dacha is in the unique position of holding a commercial stockpile of Physical Rare Earth Elements. Its shares are listed on the TSX Venture Exchange under the symbol "DSM" and on the OTCQX exchange under the symbol "DCHAF".
Except for statements of historical fact relating to the Company, certain information contained herein constitutes "forward-looking information" under Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the Company's ability to trade in rare earth elements, the realization value of Dacha's physical inventory portfolio, proposed investment strategy of the Company, and general investment and market trends. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Dacha to be materially different from those expressed or implied by such forward-looking information. Although management of Dacha has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause 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 information. Dacha does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
Certain information on parties other than Dacha contained in this press release has been obtained or quoted from publicly available sources, independent publications, media articles third party websites (collectively, the "Publications"). In certain cases, these sources make no representations as to the reliability of the information they publish. Further, the analyses and opinions reflected in these Publications are subject to a series of assumptions about future events. There are a number of factors that can cause the results to differ materially from those described in these publications. None of the Company or its representatives independently verified the accuracy or completeness of the information contained in the Publications or assume any responsibility for the completeness or accuracy of the information derived from these Publications.
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.
Contacts:
Dacha Strategic Metals Inc.
Scott Moore
President and CEO
(416) 861-5903
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Datum: 12.11.2012 - 23:45 Uhr
Sprache: Deutsch
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