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 # 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 # 2 is effective and in full force and
effect as of April 25, 2013. If
By-Law # 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.
About Moneta
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.
Moneta's public documents may be accessed at
www.sedar.com. For further information on Moneta, please
visit our website at www.monetaporcupine.com or email us at
info@monetaporcupine.com.
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.