DGAP-News: Champion Iron Mines Limited: CHAMPION ADOPTS NEW GENERAL BY-LAW NO. 1 INCLUDING PROVISIONS REQUIRING ADVANCE NOTICE OF NOMINATIONS OF DIRECTORS, AND MAJORITY VOTING POLICY
(firmenpresse) - DGAP-News: Champion Iron Mines Limited / Key word(s): Miscellaneous
Champion Iron Mines Limited: CHAMPION ADOPTS NEW GENERAL BY-LAW NO. 1
INCLUDING PROVISIONS REQUIRING ADVANCE NOTICE OF NOMINATIONS OF
DIRECTORS, AND MAJORITY VOTING POLICY
18.07.2013 / 14:15
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NEWS RELEASE
CHAMPION ADOPTS NEW GENERAL BY-LAW NO. 1 INCLUDING PROVISIONS REQUIRING
ADVANCE NOTICE OF NOMINATIONS OF DIRECTORS, AND MAJORITY VOTING POLICY
July 17, 2013 - CHAMPION IRON MINES LIMITED ('CHAMPION' or the
'Corporation') (TSX: CHM; OTCQX:CPMNF; FSE: P02) is pleased to announce
that today it has adopted a new general operating by-law ('New By-law No.
1') which replaces and updates the Corporation's by-law originally adopted
in the 1980's. Champion believes that the adoption of New By-law No. 1 is
good corporate governance since a number of the changes reflect current
industry practice.
In particular, New By-law No. 1 includes provisions similar to by-laws and
policies recently adopted by a number of other Canadian public companies
requiring advance notice to the Corporation for nominations of directors by
shareholders other than (i) through a requisitioned meeting or (ii) by way
of a shareholder proposal, in each case pursuant to the provisions of the
Business Corporations Act (Ontario), (the 'Advance Notice Provisions').
The Advance Notice Provisions are not intended to discourage director
nominations but rather to facilitate orderly and efficient meetings at
which directors are to be elected and to permit shareholders to register an
informed vote by allowing them to receive sufficient information with
respect to all director nominees and reasonable time for appropriate
deliberation.
The Advance Notice Provisions provide shareholders, directors and
management of the Corporation with a clear framework for nominating
directors in an orderly and fair manner. The Advance Notice Provisions fix
a deadline by which shareholders of common shares of the Corporation must
submit a notice of director nominations to the Corporation prior to any
annual or special meeting of shareholders at which directors are to be
elected and set forth the information that a shareholder must include in
the notice to the Corporation for the notice to be valid.
In the case of an annual meeting of shareholders, notice to the Corporation
must be made not fewer than 30 and not more than 65 days prior to the date
of the annual meeting; provided, however, that in the event that the annual
meeting is to be held on a date that is fewer than 50 days after the date
on which the first public filing or announcement of the date of the annual
meeting was made, notice must be made not later than the close of business
on the 10th day following such public filing or announcement. In the case
of a special meeting of shareholders (which is not also an annual meeting),
notice to the Corporation must be made not later than the close of business
on the 15th day following the day on which the first public filing or
announcement of the date of the special meeting was made.
By-Law No. 1, including the Advance Notice Provisions, is effective
immediately and will be placed before shareholders for confirmation at
Champion's annual and special meeting of shareholders to be held on
September 24, 2013. Since the 30 day deadline falls on a weekend, notice
in accordance with the Advance Notice Provisions of persons to be nominated
for election as directors at the September 24, 2013 meeting must be
received by the Corporation no later than 5:00 p.m. (Toronto time) on
Monday, August 26, 2013. A copy of the New By-Law No. 1 will be filed and
available under Champion's profile at www.sedar.com.
Champion also announces that today the Board of Directors of the
Corporation (the 'Board') adopted a majority voting policy which requires
that any nominee for election as a director who receives a greater number
of votes 'withheld' from his or her election than votes 'for' such
election, promptly tender his or her resignation to the Board, to be
effective upon acceptance by the Board. The Corporation's Compensation and
Nominating Committee will review the circumstances of the election and make
a recommendation to the Board as to whether or not to accept the tendered
resignation. The Board must determine whether or not to accept the tendered
resignation as soon as reasonably possible and in any event within 90 days
of the resignation. Subject to any restrictions imposed by applicable
corporate or securities laws and regulations, the Board may fill any
resulting vacancy through the appointment of a new director. The director
who has tendered his or her resignation in accordance with this policy may
not participate in any committee or Board votes concerning such
resignation. The policy does not apply in circumstances involving contested
director elections.
About Champion Iron Mines Limited
Champion is an iron exploration and development company with offices in
Montreal and Toronto, and is focused on developing its significant iron
resources in the provinces of Québec and Newfoundland&Labrador. Champion
holds a 100% interest in the Fermont Iron Holdings and a 44% interest in
the Attikamagen Iron Project located in both Québec and Labrador. The
Attikamagen Project is under option to Labec Century Iron Ore Inc.
('Labec'), a subsidiary of Century Iron Mines Corporation, under which
Labec can earn up to a 60% interest. Labec has requested a transfer of a
further 4% to increase Labec's holding to 60% under its option agreement
with Champion and to further increase Labec's interest and dilute
Champion's interest pursuant to ongoing exploration programs. Champion is
undertaking its due diligence investigations with respect to the requests.
Champion's Fermont Iron Holdings, including its flagship Consolidated Fire
Lake North Project, are located in Canada's major iron ore producing
district, in close proximity to five producing iron mines, existing
transportation and power infrastructure. Consolidated Fire Lake North is
located immediately north of Arcelor Mittal's operating Fire Lake Mine and
60 km south of Cliffs Natural Resources Inc.'s Bloom Lake Mine in
northeastern Québec. Champion's management and advisory board includes
mining and exploration professionals with the mine development and
operations experience to build, commission, and operate the future
Consolidated Fire Lake North mine.
For further information please contact:
Thomas G. Larsen, President and CEO, or Jorge Estepa, Vice President at
Tel: (416) 866-2200.
For additional information on Champion, please visit our website at
www.championironmines.com.
This press release has been prepared by Champion Iron Mines Limited and no
regulatory authority has approved or disapproved the information contained
herein.
End of Corporate News
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221862 18.07.2013
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Datum: 18.07.2013 - 14:15 Uhr
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