COOKS BROOK, NOVA SCOTIA--(Marketwired - Oct 29, 2014) - Selwyn Resources Ltd. (TSX VENTURE:SWN) ("Selwyn" or the "Company") reports that at the Annual General and Special Meeting of shareholders (the "AGM"), shareholders' approved the sale of ScoZinc Limited ("ScoZinc"), a wholly-owned subsidiary of the Company, to Scotian Zinc Mines Ltd. ("Scotian").
Pursuant to the Definitive Sale and Purchase Agreement, Scotian will purchase all of the shares of ScoZinc from Selwyn for an aggregate purchase price of $17,500,000, payable as $10,000,000 in cash upon closing of the transaction and $7,500,000 through a senior secured debt note to be issued on closing (the "Selwyn Note"). The Selwyn Note is payable in five equal annual instalments of $1,500,000 each, together with interest of 8% per annum, beginning December 31, 2015. The Selwyn Note shall be secured pari passu with all senior debt of Scotian.
Selwyn is now seeking regulatory approvals and to satisfy all remaining closing conditions in order to close the sale promptly.
With respect to the use of proceeds from the sale of ScoZinc, the Company is assessing its options for returning a substantial portion of the proceeds to shareholders in an efficient manner.
Results of the Meeting
The following table and subsequent sections summarize the voting results of the Meeting.
| Total shares voted: |
2,564,166 |
| Total shares issued and outstanding: |
3,941,046 |
| Total percentage of shares voted: |
65.06% |
1. Number of Directors
According to the proxies received and voted by a show of hands, the number of directors was set at four (4).
| Voted For |
% |
Voted Against |
% |
Withheld/Abstain |
% |
| 2,513,592 |
98.05 |
49,982 |
1.95 |
0 |
0 |
2. Election of Directors
According to the proxies received and voted by a show of hands, the directors voting was conducted as follows:
| Nominee |
Voted For |
% |
Voted
Against |
% |
Withheld/
Abstain |
% |
| Benedict Cubitt |
2,479,939 |
99.66 |
0 |
0 |
8,356 |
0.34 |
| Jeremy Link |
2,434,139 |
97.82 |
0 |
0 |
54,156 |
2.18 |
| Justin Oliver |
2,434,039 |
97.82 |
0 |
0 |
54,256 |
2.18 |
| Victor Lazarovici |
2,434,139 |
97.82 |
0 |
0 |
54,156 |
2.18 |
3. Appointment of Auditors and Remuneration
According to the proxies received and voted by a show of hands, KPMG LLP was reappointed as the Company's auditors and the directors were authorized to fix their remuneration.
| Voted For |
% |
Voted Against |
% |
Withheld/Abstain |
% |
| 2,563,164 |
99.98 |
0 |
0 |
410 |
0.02 |
4. Sale of Assets
According to the proxies received and voted by a show of hands, the Transaction to sell ScoZinc Limited to Scotian as described in the Management Information Circular dated September 30, 2014 and summarized above, was approved.
| Voted For |
% |
Voted Against |
% |
Withheld/Abstain |
% |
| 2,480,274 |
99.68 |
8,021 |
0.32 |
0 |
0 |
5. Stock Option Plan
According to the proxies received and voted by a show of hands, the stock option plan as proposed in the Management Information Circular dated September 30, 2014, was approved.
| Voted For |
% |
Voted Against |
% |
Withheld/Abstain |
% |
| 2,435,074 |
97.86 |
53,221 |
2.14 |
0 |
0 |
Neither 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.
Forward-Looking Statements
This News Release includes certain "forward-looking statements". All statements other than statements of historical fact included in this release, including without limitation statements regarding the future plans and objectives of Selwyn, are forward-looking statements that involve various risks and uncertainties. These forward-looking statements include, but are not limited to, statements with respect to completion of the Transaction, and other information that is based on forecasts of future operational or financial results, estimates of amounts not yet determinable and assumptions of management.
Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "estimates" or "intends", or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact and may be "forward-looking statements." Forward-looking statements are subject to a variety of risks and uncertainties that could cause actual events or results to differ from those reflected in the forward-looking statements.
There can be no assurance that forward-looking statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from Selwyn's expectations include, among others, risks related to international operations, the actual results of current exploration activities, conclusions of economic evaluations and changes in project parameters as plans continue to be refined as well as future prices of gold and silver, as well as those factors discussed in the section titled "Risk Factors" in Selwyn's Management's Discussion and Analysis for the year ended December 31, 2013. Although Selwyn has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.