Northern Minerals Investment Corp. ("NMI") today announced its five nominees
(the "NMI Nominees") for election as directors of Mundoro Capital Inc.
("Mundoro") (TSX VENTURE:MUN) at Mundoro's annual general meeting of
shareholders scheduled to be held on June 26, 2012, or any adjournment or
postponement thereof (the "Mundoro Meeting"). Proxies in favour of the election
of the NMI Nominees are being solicited by way of this press release by NMI.
The NMI Nominees are John Burns, Mitchell Gropper, John (Zong Hai) Han, Johan
Shearer and David (Shao Chuan) Bo.
NMI is currently seeking the election of the new NMI Nominees, to replace
Mundoro' current directors, as a result of Mundoro's falling share price and the
poor management of Mundoro's resources. Specifically:
-- Mundoro's share price has fallen from $1.40 on December 4, 2009, to
$0.34 on June 15, 2012, a decrease of 75.9%; and
-- Mundoro has averaged $2.0 million in annual corporate expenses during
the five year period from 2007 to 2011. NMI believes that Mundoro's
corporate expenses, given its lack of profitable growth, are
unacceptably high and a waste of valuable resources.
NMI believes that if managed properly, Mundoro has tremendous opportunities to
maximize future shareholder value. As such, NMI has proposed the NMI Nominees,
which are experienced, qualified, and possess the requisite skills and
experience to move Mundoro forward, including: international mining exploration
and development; project development and management; production permitting
expertise; investment banking and financing; risk management; business
development; international legal and contract experience; and board committee
and governance expertise.
NMI is a mineral exploration and development company headquartered in Vancouver,
British Columbia. NMI is wholly owned by Allen (Hong Jun) Li. As a holder of
3,183,500 common shares of Mundoro ("Mundoro Shares") (representing 8.4% of the
outstanding Mundoro Shares), NMI's economic interests are aligned with the
interests of other Mundoro shareholders. Other than Mr. Han, who is the Chief
Executive Officer of NMI, each of the NMI's Nominees is independent of NMI.
Information and Biographies of NMI Nominees
The table below sets out, in respect of each NMI Nominee, the nominee's name,
province or state and country of residence, the nominee's principal occupation,
business or employment within the five preceding years, and the number of
Mundoro Shares beneficially owned, or controlled or directed, directly or
indirectly, by such nominee as of June 15, 2012. Additional biographical
information of each NMI Nominee is provided below.
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NMI Nominee and Province Principal Occupation, Business or Number of
or State and Country of Employment within the Five Preceding Mundoro
Residence Years Shares
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John Burns Independent Director at various public Nil
Pennsylvania, USA companies; investor in the mining
sector; Managing Director, NuCoal
Energy, a company focused on coal
resource development, since 2008.
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Mitchell Gropper Senior partner, Farris, Vaughan, Wills & Nil
British Columbia, Canada Murphy LLP, a law firm, since 1998.
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John (Zong Hai) Han Chief Executive Officer, Northern 1(1)
British Columbia, Canada Minerals Investment Corp., a company
engaged in mineral exploration and
development, since May 2011. Advisor,
Canadian Resources Capital Corp, an
investment firm specializing in the
natural resource sectors, since 2012.
Prior to that, Senior Project Control
Engineer with BC Hydro from May 2009 to
May 2011. Prior to that, Project Control
Manager Ausenco Minerals Canada Inc., an
engineering and project management
company, from October 2008 to May 2009.
Prior to that, Senior Project
Planner/Scheduler with Canadian Natural
Resources Limited from July 2006 to
October 2008.
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Johan Shearer President, Director, Electra Gold Ltd. a Nil
British Columbia, Canada company engaged in the exploration and
development of metals and industrial
minerals, since 2003. President,
Director, Signature Resources Ltd. since
2011. President, HomeGold Resources
Ltd., a company engaged in industrial
mineral, base and precious metal
exploration and development.
---------------------------------------------------------------------------
David (Shao Chuan) Bo Executive Chairman, China Minerals Nil
British Columbia, Canada Mining Corporation, since 2011;
Principal, Noah Capital Corporation,
since 2007; Chief Executive Officer and
Chief Financial Officer, Arcland
Resources, from 2009 to 2011; Director,
Ferrous Resources Limited, an iron ore
explorer and developer in Brazil, from
2008 to 2010; Director, Abra Mining
Limited, a base metal explorer, from
2008 to 2010.
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1. Mr. Han is the Chief Executive Officer of NMI, which beneficially owns
3,183,500 Mundoro Shares, representing 8.4% of the outstanding Mundoro
Shares.
If elected, each NMI Nominee will hold office until the next annual general
meeting of Mundoro shareholders, or until a successor is duly elected or
appointed. None of the NMI Nominees has been or is currently a director of
Mundoro, nor have any of the NMI Nominees held any other position or office with
Mundoro or its affiliates. Each of the NMI Nominees is qualified to be a
director under the Business Corporations Act (British Columbia) and has
consented to being a nominee.
John Burns: Mr. Burns has extensive experience in the global resource sector and
is currently Chairman and Director of Dolly Varden Silver Corp., a Canadian
based mineral exploration company focused on the development of the historic
Dolly Varden Silver Mines property located in Northwestern, British Columbia.
Mr. Burns is also a Director of China Gold International Resources Corp. Ltd., a
metals and mining company, Director of Corazon Gold Corp., a gold exploration
company, and Managing Director of NuCoal Energy Corp., a private Saskatoon based
energy company. Mr. Burns is a former Chairman and Director of NovaDX Ventures
from 2004 to 2011, a Vancouver based mining investment company primarily
focusing on acquiring and developing companies with active or near production
high quality coal reserves. Mr. Burns is a former Vice President and Chief
Financial Officer of the Drexel Burnham Lambert Commodity Group in New York,
London and Chicago, a former Managing Director and Global Head of the Derivative
Trading and Finance Group of Barclays Metals Group, Barclays Bank PLC in London
and a former Managing Director and an Associated Person of FRM Risk Management
Inc. in Chicago. Mr. Burns has also acted as an independent Director, Audit
Committee member and lead Director or a number of publicly listed resource
companies. Mr. Burns obtained a B.A. (Arts and Sciences) from the University of
Pennsylvania in 1973.
Mitchell Gropper: Mr. Gropper has been a senior partner of Farris, Vaughan,
Wills & Murphy LLP since 1998. Before that, he was a partner with the Vancouver
office of the law firm McCarthy Tetrault LLP, including Managing Partner from
1988 to 1990. Mr. Gropper is rated by LEXPERT as one of Vancouver's leading
lawyers in mergers & acquisitions, corporate finance, mid-market advisory
services, income funds and corporate commercial (one of only three lawyers so
recognized), one of Canada's 40 "Deal-Makers", one of Canada's 100 most creative
lawyers, and one of Canada's 100 leading "cross-border" transaction lawyers. Mr.
Gropper has served as a director of Vancouver-based Catalyst Paper Corp., where
he was a member of the Audit Committee and Human Resources and Corporate
Governance Committee and also served as a director of Vancouver- based Crew Gold
Corp. Mr. Gropper is currently a director of Bennett Environmental Inc. where he
is a member of the Audit Committee and chairs the Human Resources Committee. Mr.
Gropper is the Chair of the Federation of the Jewish Community of Greater
Vancouver and recently ended a six year term as a director of Arts Club Theatre,
Vancouver. Mr. Gropper received the professional designation of Queen's Counsel
in British Columbia in 1990. Mr. Gropper received a Master of Laws from the
London School of Economics in 1967 and an LLB in 1965 and BA in 1964, both from
the University of Saskatchewan. Mr. Gropper was called to the Bar of British
Columbia in 1966 and Ontario in 1970.
John (Zong Hai) Han: Mr. Han is the Chief Executive Officer of NMI and an
Advisor of Canadian Resources Capital Corp. Prior to that, Mr. Han was a Senior
Project Control Engineer with BC Hydro, Project Control Manager for Ausenco
Minerals Canada Inc., and Senior Project Planner/Scheduler with Canadian Natural
Resources Limited. Mr. Han has extensive experience in corporate management and
project management. He is registered with PMP, PMI-SP, AACEI-PSP and has managed
multi-billion dollar projects in oil sands, minerals, and power industries. Mr.
Han holds a M.Sc. in Engineering from the North China Institute of Water
Conservancy & Hydroelectricity, and a PhD in Controls from Hauzhong (Central
China) University of Science and Technology.
Johan Shearer: Mr. Shearer is currently the President and a Director of Electra
Gold Ltd., a company engaged in the exploration and development of metals and
industrial minerals based on Vancouver, British Columbia. Mr. Shearer is also
President and a Director of Signature Resources Ltd. since 2011. Mr. Shearer is
also a Director at Jazz Resources Ltd. and Galena Capital Corp., both based in
Vancouver and engaged in the mineral exploration business. Mr. Shearer is also
the President of HomeGold Resources Ltd., a company engaged in industrial
mineral, base and precious metal exploration and development. Mr. Shearer has
extensive experience in mineral exploration and development, as well as
extensive experience in obtaining timely production permits. Mr. Shearer
obtained a B.Sc. (Honours Geology) in 1973 from the University of British
Columbia and a M.Sc. (Mineral Exploration) in 1977 from Imperial College,
University of London. Mr. Shearer is also a member in good standing of the
Professional Engineers and Geoscientists of British Columbia, the Association of
Professional Geoscientists of Ontario, a Fellow of the Geological Association of
Canada, a Fellow of the Geological Society (London), a Fellow of the Canadian
Institute of Mining and Metallurgy, and an Elected Fellow of the Society of
Economic Geologists.
David (Shao Chuan) Bo: Mr. Bo, started his career at China National Petroleum
Corporation in mid 1980s. Mr. Bo joined the Ivanhoe Group in the mid 1990s and
assumed various managerial positions in the member companies of the group
(including Ivanhoe Capital, Ivanhoe Mines, Ivanhoe Energy, then Jinshan Gold
Mines (now China Gold International) and South Gobi Resources), with the most
recent position General Manager, Business Development at Ivanhoe Capital
Corporation. Mr. Bo is the Executive Chairman of China Minerals Mining
Corporation, a former director of Ferrous Resources Limited, an iron ore
explorer and developer in Brazil, and a former director of Abra Mining Limited,
an Australia Securities Exchange listed base metal explorer. Mr. Bo has
extensive experience in investment banking, financing, corporate development,
joint ventures and project management. Mr. Bo obtained his M.Sc. from Graduate
School, China Petroleum University.
How to Support the NMI Nominees
Registered Shareholders
Mundoro shareholders that have a physical share certificate for Mundoro Shares
registered in their own name (the "Mundoro Registered Shareholders") who wish to
support the election of the NMI Nominees can do so by completing, signing,
dating and returning the form of proxy with the heading "NMI FORM OF PROXY" to
NMI by facsimile at 1-604-688-9300 or by email to nmicorp@nminvestco.com. The
NMI FORM OF PROXY can be obtained by contacting MNI by telephone at
1-604-688-9977 or by email at nmicorp@nminvestco.com. The NMI FORM OF PROXY can
also be obtained on the Canadian System for Electronic Document Analysis and
Retrieval (SEDAR) at www.sedar.com under the profile for Mundoro at
http://www.sedar.com/DisplayCompanyDocuments.do?lang=EN&issuerNo=00026828.
In order to ensure that a NMI FORM OF PROXY can be used at the Mundoro Meeting,
it should be returned to NMI by no later than 11am on June 21, 2012.
Mundoro Registered Shareholders who wish to vote in favour of the election of
the NMI Nominees but have already completed a form of proxy appointing someone
other than the MNI Representatives may revoke their previously completed form of
proxy by completing, signing, dating and returning a NMI FORM OF PROXY to NMI by
facsimile at 1-604-688-9300 or by email to nmicorp@nminvestco.com.
Beneficial Shareholders
Mundoro shareholders who do not hold their Mundoro Shares in their names (for
example, through a bank, trust company, securities dealer or broker or other
intermediary) who wish to support the election of the NMI Nominees are urged to
contact the intermediary who holds their Mundoro Shares as soon a possible in
order to provide voting instructions to such intermediary to either:
-- obtain a new voting instruction form that will enable the shareholder to
vote in favour of the NMI Nominees; or
-- change the previous voting instructions from "For" to "Withhold" on the
election of John J. Hoey, Teo Dechev, Richard Moores, Michael Calynuik
and Claude Britt.
Appointment of an Independent Chair for Mundoro Meeting
In order to ensure that the Mundoro Meeting is conducted in a manner that is
free from any perceived conflicts of interest, NMI will seek the appointment of
a Chair for the Mundoro Meeting that is independent of both NMI and Mundoro. NMI
believes that an independent Chair will ensure that all procedures at the
Mundoro Meeting are conducted in a proper and efficient manner, free from any
self interest.
Update on the Timing of the Mundoro Meeting
On June 14, 2012, Mundoro, after being served with court materials challenging
the enforceability of an advance notice policy announced on June 11, 2012,
issued a press release announcing that it had postponed the Mundoro Meeting and
would change the record date. NMI believes that Mundoro acted improperly in
purporting to postpone the Mundoro Meeting. On June 15, 2012 there was a hearing
in the Supreme Court of British Columbia to, among other things, cause Mundoro
to proceed with the Mundoro Meeting on June 26, 2012 and not change the record
date. The Court indicated that it would rule on whether the Mundoro Meeting will
proceed as originally scheduled by June 21, 2012.
Additional Information
NMI is soliciting proxies for the Mundoro Meeting in reliance upon the public
broadcast exemption to the solicitation requirements under section 9.2(4) of
National Instrument 52-102 - Continuous Disclosure Obligations, which allows MNI
to solicit proxies by way of public broadcast, including press release, speech
or publication, and by any other manner permitted under applicable Canadian
laws. The following information is provided in accordance with securities laws
applicable to public broadcast solicitations.
NMI will bear all costs associated with this solicitation. NMI will seek to be
reimbursed by Mundoro for its out of pocket expenses in connection with the
solicitation of proxies for the Mundoro Meeting.
NMI is also soliciting proxies for setting the number of directors of Mundoro at
five (5) and for re-appointing Ernst & Young, LLP, as auditors of Mundoro for
the ensuing year and authorizing the directors of Mundoro to fix the auditor's
remuneration. A NMI FORM OF PROXY appointing NMI's representative named in the
NMI FORM OF PROXY will be voted at the Mundoro Meeting in favour of the election
of the NMI Nominees, in favour of setting the number of directors of Mundoro at
five (5), and in favour of re-appointing Ernst & Young, LLP, as auditors of
Mundoro for the ensuing year and authorizing the directors of Mundoro to fix the
auditor's remuneration.
Mundoro Registered Shareholders giving a NMI FORM OF POXY to NMI may revoke it
in any manner permitted by law.
NMI has filed this press release, containing the information required by Form
51-102F5 - Information Circulars, in respect of its proposed nominees on SEDAR
at http://www.sedar.com.
Farris, Vaughan, Wills & Murphy LLP is legal counsel to NMI in connection with
this matter.
Forward-Looking Statements
Certain statements in this press release contain forward-looking information
within the meaning of applicable securities laws in Canada ("forward-looking
information"). The words "anticipates", "believes", "budgets", "could",
"estimates", "expects", "forecasts", "intends", "may", "might", "plans",
"projects", "schedule", "should", "will", "would" and similar expressions are
often intended to identify forward-looking information, although not all
forward-looking information contains these identifying words.
The forward-looking information in this press release includes, but is not
limited to: the nomination and election of the NMI Nominees and replacement of
Mundoro's current directors; the timing and holding of the Mundoro Meeting; the
future prospects of Mundoro; the appointment of an independent Chair of the
Mundoro Meeting; the outcome of the legal proceedings in the Supreme Court of
British Columbia.
In connection with the forward-looking information contained in this news
release, MNI has made numerous assumptions. While MNI considers these
assumptions to be reasonable, these assumptions are inherently subject to
significant uncertainties and contingencies. Additionally, there are known and
unknown risk factors which could cause actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking information contained
herein. Known risk factors include, among others: the MNI Nominees may not be
elected to the board of Mundoro; the Mundoro Meeting may not be held as
currently anticipated, or at all; an independent Chair of the Mundoro Meeting
may not be appointed; the outcome of the litigation before the Supreme Court of
British Columbia may not be favourable to MNI.
All forward-looking information in this press release is qualified in its
entirety by this cautionary statement and, except as may be required by law, NMI
undertakes no obligation to revise or update any forward-looking information as
a result of new information, future events or otherwise after the date hereof.
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