Moneta Porcupine Mines (ME-T) to change name to Windjammer
April 26, 2013 - News Release
Moneta Porcupine Mines Inc. has filed on SEDAR a management information circular in connection with its annual and special meeting of shareholders to be held on May 21, 2013, at 10 a.m. 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 bylaws 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 chief executive officer, 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 1.1 million ounces of gold (indicated) and 3.2 million ounces of gold (inferred) on our 100-per-cent-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, Ont."
Advance notice bylaw
The board has adopted bylaw No. 2, which, 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 days 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.
Bylaw No. 2 is effective and in full force and effect as of April 25, 2013. If bylaw No. 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 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 refiled on SEDAR its annual certifications and annual information form for the year ended Dec. 31, 2012. The company's revised annual information form 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 annual information form have been posted on SEDAR and are available for review at SEDAR.
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