Marret Resource Corp. announces appointments to the Board and certain amendments to its corporate governance policies
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TORONTO, May 24, 2013 /CNW/ - Marret Resource Corp. (TSX: MAR) (the "Company") is pleased to announce the appointment of Mr. Frank Davis as the new Chairman of the Board of Directors of the Company effective May 23, 2013. Mr. Davis has been a director of the Company since August 1, 2008 and serves on the Company's Audit Committee and is the Chair of the Corporate Governance and Nominating Committee. Mr. Davis is currently counsel for Bennett Jones LLP since February 2013, and prior to that was counsel for, and previously a partner of, the law firm Fraser Milner Casgrain LLP, practicing principally in the areas of securities and capital markets, corporate finance, mergers and acquisitions and mining. Mr. Davis is currently a director of Torex Gold Resources Inc., Sereno Capital Company and Malbex Resources Inc. Mr. Davis is also a member of, and has received his ICD.D from, the Institute of Corporate Directors.
The Company is also pleased to announce the appointment of Mr. Douglas Scharf to the Board of Directors of the Company effectively May 23, 2013. Mr. Scharf will also serve on the Company's Audit Committee and the Corporate Governance and Nominating Committee. Mr. Scharf has been in international precious metal and base metal mining since 1978. He has been involved in a number of acquisitions, mergers, financings and development projects. As Chief Financial Officer of the Dome Mines Group of Companies, he was instrumental in the formation of Placer Dome Inc. Mr. Scharf was Vice President, Finance of Placer Dome Inc. and also a Director and Chief Financial Officer of Inmet Mining Corporation. He was also instrumental in the acquisition and financing of HudBay Minerals Inc. and served as that company's Executive Vice-President of Corporate Development. He has served as a director and consultant to a number of other mining companies. He is also a member of the Ontario Institute of Chartered Accountants.
The board of directors also strengthened its corporate governance policies with the approval of two items today:
Amendment to By-Laws (Advance Notice Requirement)
The board of directors approved an amendment to the by-laws of the Company (By-Law # 1) to include mandatory procedures for nominations of persons for election to the Board, including an advance notice requirement for nominations by shareholders in certain circumstances (the "By-Law Amendment"). The advance notice requirement fixes a deadline by which holders of record of common shares of the Company must submit director nominations to the Secretary of the Company prior to any annual meeting of shareholders (or any special meeting of shareholders if one of the purposes for which the special meeting is called is the election of one or more directors) and sets forth the specific information that a nominating shareholder must include in the written notice to the Secretary of the Company for a nomination to be valid.
The Board understands that amending the Company's by-laws to include an advance notice requirement is consistent with an emerging corporate governance trend among Canadian issuers. The Board and management believe that the By-Law Amendment provides shareholders, directors and management with a transparent, structured and fair framework for nominating directors. In addition, the Board and management believe that the advance notice requirement will facilitate an orderly and efficient annual or special meeting process, ensure that all shareholders receive adequate notice and information concerning nominees and provide shareholders reasonable time for appropriate deliberation in advance of the meeting.
In the case of an annual meeting of shareholders, notice to the Company must be made not less 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 less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be made not later than the close of business on the 10th day following such public announcement.
In the case of a special meeting of shareholders (which is not also an annual meeting) called for the purpose of electing directors (whether or not called for other purposes), notice to the Company must be made not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made.
The By-Law Amendment is effective immediately and will be placed before shareholders for ratification at the annual and special meeting of shareholders of the Company on June 26, 2013 (the "Meeting"). A copy of the By-Law Amendment will be filed under the Company's profile at www.sedar.com.
Approval of Majority Voting Policy
The board of directors also approved a "Majority Voting Policy" which provides that in an uncontested election of directors, each director should be elected by the vote of a majority of the common shares represented in person or by proxy at any shareholder's meeting for the election of directors. Accordingly, if any nominee for director receives a greater number of votes "withheld" from his or her election than votes "for" such election, that director shall promptly tender his or her resignation to the Chair of the Board of Directors following the meeting. In this policy, an "uncontested election" means an election where the number of nominees for director equals the number of directors to be elected. The Corporate Governance and Nominating Committee and the Board of Directors shall consider the resignation and whether or not it should be accepted. Resignations shall be expected to be accepted except in situations where extenuating circumstances would warrant the applicable Director to continue to serve as a board member. The Board of Directors shall disclose their election decision, via press release, within 90 days of the applicable annual meeting. If a resignation is accepted, the Board of Directors may appoint a new Director to fill any vacancy created by resignation.
About Marret Resource Corp.
The Company is focused on natural resource lending. The Company's business is primarily directed to investing in public and private debt securities of and making term loans (including bridge and mezzanine debt) to issuers in a broad range of natural resource sectors, including energy, base and precious metals and other commodities, and issuers involved in exploration and development, and may also include financing other resource related businesses and investing in public and private equity and quasi-equity securities. The Company seeks to generate income mainly from its lending activities, while taking advantage of additional upside through equity participation in the companies which it finances.
This news release includes certain information that may constitute "forward-looking information" under applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, the anticipated use of the net proceeds of the Offering. Forward-looking information is necessarily based upon a number of assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Such risks include, but are not limited to, market conditions and the other risks identified in the short form prospectus dated June 23, 2011 and the Company's annual information form, in both cases under the heading "Risk Factors". There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. All forward-looking information contained in this press release is given as of the date hereof and is based upon the opinions and estimates of management and information available to management as at the date hereof. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.
About Marret Asset Management Inc.
Marret Asset Management Inc. is an employee owned credit fixed income manager based in Toronto. Marret's experienced team of investment professionals led by Barry Allan specialize exclusively in fixed income and, particularly, in high yield debt strategies.
This press release contains forward-looking statements and information within the meaning of applicable securities legislation, including but not limited to expectations regarding future distributions by the Fund. Forward-looking statements can be identified by the expressions "seeks", "expects", "believes", "estimates", "will", "target" and similar expressions. The forward-looking statements are not historical facts but reflect Marret Asset Management Inc.'s current expectations regarding future results or events and are based on information currently available to management. Certain material factors and assumptions were applied in providing these forward-looking statements. All forward-looking statements in this press release are qualified by these cautionary statements.
Management believes that the expectations reflected in forward-looking statements are based upon reasonable assumptions; however, management can give no assurance that the actual results or developments will be realized. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including the matters discussed under "Risks Factors" in the Fund's current Annual Information Form. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, a forward-looking statement speaks only as of the date on which such statement is made. Marret Asset Management Inc. and the Fund undertake no obligation to publicly update any such statement or to reflect new information or the occurrence of future events or circumstances except as required by securities laws.
These forward-looking statements are made as of the date of this press release.
SOURCE Marret Resource Corp.