Copper North Mining Corp. Receives Shareholder Meeting Requisition
November 12, 2019 - Copper North Mining Corp. ("Copper North" or the "Company") (TSXV:COL) (OTC:CPNVF) today announced that it has been provided with a shareholder meeting requisition notice (the "Requisition") dated November 6, 2019 from H. Coyne & Sons Ltd. ("H. Coyne & Sons"), a holder of not less than 1/20th of the issued and outstanding shares of Copper North.
According to the early warning reports and news releases dated October 7, 2019, filed by Howard James Coyne and James Allan Coyne (collectively, the "Early Warning Filings"), copies of which are available on SEDAR under the Company's profile at www.sedar.com:
- Howard James Coyne controls Kluane (as defined below) and H. Coyne & Sons and directly or indirectly holds approximately 14.5% of Copper North's outstanding common shares on a undiluted basis (approximately 15.4% on a partially diluted basis); and
- James Allan Coyne directly or indirectly holds approximately 9.7% of Copper North's outstanding common shares on a undiluted basis (approximately 10.2% on a partially diluted basis).
The Requisition was delivered by H. Coyne & Sons, a company controlled by Howard James Coyne, and executed by James Allan Coyne as authorized signatory (collectively the "Coyne Group").
Although the Early Warning Filings were made separately, it appears from such filings that, as at October 7, 2019, the Coyne Group collectively controlled directly or indirectly an aggregate of approximately 24.2% of the Company's outstanding shares on an undiluted basis (approximately 25.5% on a partially diluted basis).
The Requisition demands the convening of a special meeting of shareholders within four months at which meeting shareholders will be asked to vote on a special resolution to remove all but two of the incumbent Copper North directors; an ordinary resolution setting the number of directors of the Company at four for the next year, subject to any increases permitted by the Company's articles; and electing or appointing two Holder nominees as directors of the Company to fill the vacancies created by the removal of certain incumbent directors as set out above. A special resolution would require approval by a 2/3 majority of votes represented at the meeting in person or by proxy. An ordinary resolution would require approval by a simple majority of votes represented at the meeting in person or by proxy.
The Company has also received a notice of default (the"Default Notice") from Kluane Drilling Ltd. ("Kluane"), a company controlled by Howard James Coyne, in respect of the grid promissory note issued by the Company (see Copper North's news release dated September 12, 2019). The Company disputes that there has been any default and has instructed its legal counsel to respond accordingly.
Both the Default Notice and Requisition were delivered within one week following termination of discussions pertaining to a potential merger transaction of which the Coyne Group was supportive. Such transaction was subject to, among other things, receipt by Copper North of a fairness opinion which concludes that the consideration to be received is fair to the Copper North shareholders from a financial point of view. In this regard, Copper North engaged a fairness advisor to prepare the opinion and the parties terminated discussions after it became apparent that the fairness advisor would not be able to reach a conclusion of fairness thereon despite Copper North's offer to extend the time period for considering an alternative mechanism by which a financially fair transaction might be negotiated.
The Company and legal counsel are reviewing the adequacy of the Requisition and determining whether it is in compliance with all applicable corporate and securities laws. If a meeting is called pursuant to the Requisition, shareholders will receive information by way of a management information circular in advance of the meeting once the date has been set. Shareholders should read the circular carefully before reaching a decision with regard to their votes. In the meantime, there is no need for shareholders to take any action at this time.
The Company is currently pursuing alternative transactions that would be financially fair and provide value to all Copper North shareholders. A Special Committee, comprising three independent directors, has been appointed by the Board to direct this process, which could include the sale of the company, among other types of transaction that can provide shareholder value.
About Copper North
Copper North is a Canadian mineral exploration and development company focused on advancing the Carmacks Copper-Gold-Silver Project in Yukon, Canada. Copper North trades on the TSX Venture Exchange under the symbol COL.
On behalf of the Board of Directors:
President, CEO and Director
For Further Information
Doug Ramsey, M.Sc., R.P.Bio. Tel: 604.398.3452
President and Chief Executive Officer Email: email@example.com
This news release includes certain forward-looking information or forward-looking statements for the purposes of applicable securities laws. These statements include, among others, statements with respect to the Default Notice, the Requisition and the meeting to be called in respect thereof. These statements address future events and conditions and, as such, involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements to differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include, among others, the timeliness and success of negotiation and settlement of certain outstanding debts, the timing and success of future exploration and development activities, exploration and development risks, market prices, exploitation and exploration results, availability of capital and financing, general economic, market or business conditions, uninsured risks, regulatory changes, defects in title, availability of personnel, materials and equipment, unanticipated environmental impacts on operations and other exploration risks detailed herein and from time to time in the filings made by the Company with securities regulators. In making the forward-looking statements, the Company has applied several material assumptions including, but not limited to, the assumptions that certain outstanding debts will be settled in a timely manner and on reasonable terms, the proposed exploration and development of the mineral projects will proceed as planned, market fundamentals will result in sustained metals and mineral prices, and any additional financing needed will be available on reasonable terms. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise except as otherwise required by applicable securities legislation.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.