VANCOUVER, June 28, 2013 /PRNewswire/ - Pan American Goldfields Ltd. ("Pan Am" or "the Company") (OTCQX: "MXOM") announces that it has reached a settlement agreement with Vortex Capital ("Vortex") to end an ongoing proxy contest dispute.
Emilio Alvarez and Vortex submitted an intention to nominate five individuals (the "Vortex Nominees") at the Annual General Meeting of the Company. Mr. Alvarez and Vortex solicited proxies on behalf of the Vortex Nominees in advance of the Annual Meeting. At the Annual Meeting, the Company questioned the Notice's compliance with one of the Company's Bylaw requirements for stockholder nominations and took the position at the meeting that the Notice did not comply with such Bylaw requirement and that the Vortex nominees were excluded from consideration at the Annual Meeting. Vortex disputed the Company's position and took the position that it submitted a valid Notice and asserted the nomination of the Vortex Nominees was valid and sufficient. At the Annual General Meeting on June 17, 2013 the Company and Vortex entered into discussions to resolve the dispute and avoid litigation and, as a result, entered into a settlement agreement ("the Settlement Agreement"). Among other things, the Settlement Agreement provides that the following persons, all of whom are Vortex Nominees, shall serve as directors and hold office: (i) Laurent Deydier; (ii) Balbir Bindra; (iii) William R. Majcher; (iv) Emilio Alvarez; and (v) Bruno Le Barber. In addition, pursuant to the terms of the Settlement Agreement, Ricardo Ernesto Marcos Touche has also been appointed to hold office.
The holders of a total of 71,817,998 shares of common stock were present at the Annual Meeting, either in person or by proxy, which total constituted a majority of the issued and outstanding shares on the record date of the Annual Meeting. The preliminary tally of votes of the inspector of election at the Annual Meeting, showed that votes were cast in the election of directors for the Vortex slate of nominees as follows:
|Election of Directors||For||Withheld|
|William R. Majcher||37,137,154||0|
|Bruno Le Barber||41,918,487||0|
The new board of Pan Am would like to thank the previous members of the Board, Messrs. Hernan Celorrio, George Young, Randy Buchamer and Gary Parkinson. Pan Am's Chairman and Chief Executive Officer, Neil Maedel, was not re-elected as a director of Pan Am and resigned as an officer of Pan Am. He has entered into a consulting agreement with Pan Am pursuant to which he will provide assistance to the Company. The new board of directors would like to thank Mr. Maedel for his numerous years of service in guiding the Company.
"We believe the combination of new leadership will help in unlocking the significant value we see in Pan Am's gold and silver project at Cieneguita in Mexico and demonstrates Vortex's commitment to shareholders' interests with the ability and determination to adopt a corporate activism strategy, if necessary," said Bruno Le Barber, Managing Director of Vortex Capital. He added, "the new Board, going forward, will be working very closely with the JV partner, MRT in Mexico and will be relying on MRT's mining expertise in assessing options to increase production from the existing pilot production program."
About Pan American Goldfields Ltd.
Pan American Goldfields is a precious metals mining and exploration company. Its focus is the production of gold and silver and the development and expansion of its Cieneguita mine in Mexico's booming Sierra Madre gold-silver belt.
On behalf of the Board of Directors,
Emilio Alvarez, Director
Safe Harbor Disclosure
The information in this press release contains forward-looking statements regarding future events or the future financial performance of the Company. Please note that any statements that may be considered forward-looking are based on projections; that any projections involve judgment, and that individual judgments may vary. Moreover, these projections are based only on limited information available to us now, which is subject to change. Although those projections and the factors influencing them will likely change, we are under no obligation to inform you if they do. Actual results may differ substantially from any such forward looking statements as a result of various factors, many of which are beyond our control, including, among others, the timing and outcome of our feasibility study on our Cieneguita Project; the costs and results of our initial production activities on our Cieneguita Project; the future financial and operating performances of our projects; the estimation of mineral resources and the realization of mineral reserves, if any, on our existing and any future projects; the timing of exploration, development, and production activities and estimated future production, if any; estimates related to costs of production, capital, operating and exploration expenditures; requirements for additional capital and our ability to raise additional capital on a timely basis and on acceptable terms; government regulation of mining operations, environmental risks, reclamation and rehabilitation expenses; title disputes or claims against our existing and any future projects; and the future price of gold, silver, or other minerals. These and other factors can be found in our filings with the SEC. The Company undertakes no obligation to release publicly the results of any revision to these forward-looking statements to reflect events or circumstances following the date of this release.
SOURCE Pan American Goldfields Ltd.