Westminster announces annual general meeting record date and adopts advance notice provisions, announces share issuances
January 11, 2019
Vancouver, B.C. – January 11, 2019 - Westminster Resources Ltd. (TSXV: WMR) (the “Company” or “Westminster”) announces that it will hold an annual general meeting of shareholders (the “Meeting”) on February 15, 2019. The record date for the shareholders entitled to vote at the Meeting has been set as shareholders of record as at the close of business on January 11, 2019.
The Company further announces that the board of directors (the “Board”) of the Company has approved an advance notice policy (the “Advance Notice Policy”) on January 11, 2019 with effect as of such date. The Advance Notice Policy includes, among other things, a provision that requires advance notice be given to the Company in circumstances where nominations of persons for election to the Board are made by shareholders of the Company other than pursuant to: (i) a requisition of a meeting made pursuant to the provisions of the Business Corporations Act (British Columbia) (the “BCA”); or (ii) a shareholder proposal made pursuant to the provisions of the BCA.
Additionally, the Advance Notice Policy sets a deadline by which holders of record of common shares of the Company must submit director nominations to the Company prior to any annual general or special meeting of shareholders, sets forth the information that a shareholder must include in the notice to the Company, and establishes the form in which the shareholder must submit the notice for that notice to be in proper written form.
In the case of an annual general meeting of shareholders, notice to the Company must be made not less than 30 days nor more than 65 days prior to the date of the annual general meeting. However, in the event that the annual general meeting is to be held on a date that is less than 40 days after the date on which the first public announcement of the date of the annual general meeting was made, notice may be made not later than the close of business on the tenth (10th) day following such public announcement.
In the case of a special meeting of shareholders (which is not also an annual general meeting) notice to the Company must be made not later than the close of business on the fifteenth (15th) day following the day on which the first public announcement of the date of the special meeting was made.
Notwithstanding the foregoing, the Board may, in its discretion, waive any requirement set out in the Advance Notice Policy.
The Advance Notice Policy is in full force and effect as of the date it was approved. In accordance with the terms of the Advance Notice Policy, the Advance Notice Policy will be put to shareholders of the Company for approval at the Meeting, and if the Advance Notice Policy is not confirmed at the Meeting by ordinary resolution of shareholders, the Advance Notice Policy will terminate and be of no further force and effect following the termination of the Meeting.
For purposes of the Meeting, in accordance with the terms of the Advance Notice Policy, the Board has determined that notice of nominations of persons for election to the Board at the Meeting must be made by January 16, 2019. Such notice must be in the form, and given in the manner, prescribed by the Advance Notice Policy, and the Secretary of the Company has stipulated firstname.lastname@example.org as an email address for receipt of such a notice.
The full text of the Advance Notice Policy is available under the Company’s profile on SEDAR at www.sedar.com.
Saskatchewan Copper Project Acquisition
In connection with a Letter of Intent to acquire up to an 80% interest in a Saskatchewan copper project (the “Property”) from Ore Capital Partners Ltd. (the “Vendor”) originally announced on August 7, 2018 and which received TSX Venture Exchange approval on December 11, 2018, the Company has issued 2,000,000 common shares with a deemed value of $100,000 to earn an initial 50% interest in the Property. The shares are subject to a hold period expiring April 12, 2019. The Vendor is a related party by virtue of sharing a common director with the Company.
Peruvian Copper Project Acquisition
In connection with the Company’s acquisition of the Peruvian copper projects from Latin Resources Limited (the “Project”) originally announced on September 9, 2017 and which closing was announced on July 17, 2018, the Company has issued 950,000 common shares (the “Finder’s Shares”) to two arm’s length individuals pursuant to a finder’s agreement dated September 12, 2017 (the “Finder’s Agreement”). Under the Finder’s Agreement, the finders shall be entitled to a fee of $273,125 calculated on the basis of an overall transaction value of $250,000 cash, plus 19,000,000 shares issued to the vendor at a deemed price of $0.2875, representing just under 5.0% of the aggregate purchase price for the Project, all of which shall be paid through the issuance of common shares in the capital of the Company. The Finder’s Shares are subject to a hold period expiring May 8, 2019.
About Westminster Resources Ltd.
Westminster Resources is a Latin American focused mining exploration company. The Company has recently acquired a 100% interest in a package of highly prospective copper properties in southern Peru. These properties total over 36,000 hectares within the country's prolific coastal copper belt—source of nearly half of Peru's copper production. Prior work has identified both porphyry and IOCG style mineralization. The Company also holds a 100% interest in the 18,000-hectare El Cobre property in Sonora, Mexico, prospective for world-class epithermal and copper-gold porphyry systems.
ON BEHALF OF THE BOARD OF DIRECTORS
WESTMINSTER RESOURCES LTD.
Interim President and Chief Executive Officer
For further information regarding Westminster Resources Ltd., please call 604‐608-0400 or Toll Free: 1‐877‐608‐0007.
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy of accuracy of this news release.
This news release may contain forward‐looking information which is not comprised of historical facts. Forward‐ looking information involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward‐ looking information. Forward‐looking information in this news release may include, but is not limited to, the Company's objectives, goals or future plans. Factors that could cause actual results to differ materially from such forward‐looking information include, but are not limited to, those risks set out in the Company's public documents filed on SEDAR. Although the Company believes that the assumptions and factors used in preparing the forward‐looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. 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, other than as required by law.