International Minerals Reports Results of Annual and Special Meeting Held on November 26, 2013
In accordance with section 11.3 of National Instrument 51-102 (Continuous Disclosure Obligations) the Company hereby reports the results of voting by Shareholders and Optionholders present in person or represented by proxy at the Meeting:
Matters Voted on Solely by Shareholders
Resolution Vote type Number Shares Voted Voted (%)
Number of Directors (6) For 45,845,519 99.94
Against 28,427 0.06
Director - Stephen Kay For 41,405,903 92.79
Withheld 3,217,938 7.21
Director - Rod McKeen For 39,167,507 87.77
Withheld 5,456,334 12.23
Director - Jorge Paz Durini For 39,171,686 87.78
Withheld 5,452,155 12.22
Director - Gabriel Bianchi For 41,944,438 94.00
Withheld 2,679,403 6.00
Director - W. Michael Smith For 41,943,239 93.99
Withheld 2,680,602 6.01
Director - Axel Schweitzer For 42,224,615 94.62
Withheld 2,399,226 5.38
Appointment of Auditors (Davidson) For 43,616,933 95.08
Withheld 2,258,013 4.92
Chaparral Stock Option Plan For 41,401,336 92.77
Against 3,227,504 7.23
Matters Voted on By Shareholders and Optionholders as a Single Class
Resolution Vote type Number Shares and Options Voted Aggregate Voted (%)
The Plan of Arrangement For 47,395,470 99.98
(with Hochschild) Against 7,271 0.02
Additional Information about Plan of Arrangement Voting
Approval of the plan of arrangement transaction (the "Arrangement") with Hochschild Mining plc ("Hochschild") required: (a) a majority of not less than two-thirds of the votes cast by the IMZ Securityholders voting together as a single class, and (b) a simple majority of the votes cast by IMZ Shareholders after excluding the votes of certain shareholders as required by Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). In this regard, 3.76 million shares held by Hochschild and 1.33 million shares held by IMZ CEO, Stephen Kay, were excluded from voting.
The results of the Securityholders voting as a single class are that 47,395,470 shares and options (99.98%) were voted for the motion to approve the Arrangement and 7,271 shares and options (0.02%) were voted against the motion to approve the Arrangement. The motion was therefore adopted by the Securityholders of the Company. The results of the Shareholders (excluding the shares held by Hochschild Mining and Stephen Kay) are that 39,533,308 shares (99.98%) were voted for the motion to approve the Arrangement and 7,271 shares (0.02%) were voted against the motion to approve the Arrangement. The motion was therefore adopted by the minority Shareholders of the Company.
Hochschild will hold an Extraordinary General Meeting of its shareholders on November 29, 2013 to approve the Arrangement. Hochschild's majority shareholder, owning approximately 54% of the outstanding shares has entered into a voting agreement to vote such shares in favor of the Arrangement.
Completion of the Arrangement is subject to approval by the Supreme Court of Yukon at a hearing scheduled to be held on December 2, 2013 and also to conditional approval of the listing on the Toronto Stock Exchange of the shares of Chaparral Gold Corp. (the company to be spun-off as a result of the Arrangement and to be owned by the current IMZ shareholders), as well as certain customary conditions.
Anyone requiring further information about the Arrangement with Hochschild can contact Paul Durham, VP Corporate Relations of IMZ at (1) 203-883-8358 between 8:00 a.m. and 5:00 p.m. (Eastern Standard Time) during business days.
IMZ registered shareholders who have questions regarding their Letter of Transmittal may contact Computershare Trust Company of Canada, the depositary for the Arrangement Agreement, at 1-800-564-6253 (Toll Free North America), (1) 514-982-7555 (Overseas) or by email at: firstname.lastname@example.org.
About International Minerals:
International Minerals is a Canadian public company headquartered in Scottsdale, Arizona, with interests in gold and silver properties, both in production and under development, in Peru and the USA. The Company has 117,636,376 common shares issued and outstanding. 3,755,746 shares (3.2%) of the Company are owned by Hochschild.
About Hochschild Mining:
Hochschild Mining plc is a leading precious metals company listed on the London Stock Exchange (HOCM.L / HOC LN) with a primary focus on the exploration, mining, processing and sale of silver and gold. Hochschild has almost fifty years of experience in the mining of precious metal epithermal vein deposits and currently operates four underground epithermal vein mines, three located in southern Peru and one in southern Argentina. Hochschild also has numerous long-term projects throughout the Americas.
Hochschild Mining plc does not accept any responsibility for the adequacy or inadequacy of the disclosure made in this news release and any such responsibility is hereby disclaimed in all respects.
Some of the statements contained in this release are "forward-looking statements" within the meaning of Canadian securities law requirements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements in this release include statements regarding the Arrangement Agreement with Hochschild and regulatory and court approvals. Factors that could cause actual results to differ materially from anticipated results include risks and uncertainties such as: uncertainties relating to risks that could delay or cause termination of a complex business transaction, including lack of regulatory or court approvals; and other risks and uncertainties detailed in the Company's Management Information Circular dated October 25, 2013 and Annual Information Form for the year ended June 30, 2013, which is available at www.sedar.com under the Company's name. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
For additional information, contact:
International Minerals Corporation
In North America: Paul Durham
VP Corporate Relations
Tel: +1 203 883 8359
In Europe: Oliver Holzer
Tel: +41 44 853 00 47
Renmark Financial Communications
Tel: +1 514 939 3989
Or email us at: Email Contact
Internet Site: http://www.intlminerals.com