Champion Adopts New General By-Law No. 1 Including Provisions Requiring Advance Notice of Nominations of Directors, and
Champion Adopts New General By-Law No. 1 Including Provisions Requiring Advance Notice of Nominations of Directors, and Majority Voting Policy
TORONTO, ONTARIO -- (Marketwired) -- 07/17/13 -- CHAMPION IRON MINES LIMITED ("CHAMPION" or the "Corporation") (TSX:CHM)(OTCQX:CPMNF)(FRANKFURT: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 Quebec 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 Quebec 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 Quebec. 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.
This press release has been prepared by Champion Iron Mines Limited and no regulatory authority has approved or disapproved the information contained herein. Contacts: Champion Iron Mines Limited Thomas G. Larsen President and CEO (416) 866-2200
Champion Iron Mines Limited Jorge Estepa Vice President (416) 866-2200 (416) 361-1333 (FAX) www.championironmines.com