Mr. A.J. Goodman of Resource Capital reports
RCF COMMENTS ON EVENTS AT SHAREHOLDERS' MEETING OF SELWYN RESOURCES LTD.
Resource Capital Fund IV LP and RCF Management LLC have commented on
the outcome of the April 22, 2013, meeting of the
shareholders of Selwyn Resources Ltd.
RCF is pleased to report that Selwyn shareholders, including RCF, voted
to approve the special resolution with respect to the sale of Selwyn's
remaining 50-per-cent interest in the Selwyn zinc and lead project to
its joint venture partner, Chihong Canada Mining Ltd.
Selwyn shareholders holding a total of approximately 264.9 million
Selwyn shares, or approximately 67 per cent of the total issued and outstanding
Selwyn shares, were represented in person or by proxy at the meeting.
Of the 264.9 million Selwyn shares represented at the meeting,
approximately 74 per cent or 195.9 million Selwyn shares (or 49.7 per cent of the total
issued and outstanding Selwyn shares) are held by shareholders who seek
a distribution of the net proceeds of the sale transaction.
It was a surprise to RCF, and seems significant, that all of the three
independent directors and the corporate secretary of Selwyn were absent
from the meeting. This follows the resignation earlier of Selwyn's
fourth independent director, A. Jay Collins. With only the two
management nominees on the Selwyn board of directors present at the
meeting, Harlan Meade, chief executive officer and president of Selwyn, acted as chairman.
Representatives of the company's four major shareholders (RCF, Korea
Zinc, China Mining and Transamine) attended the meeting in person and
supported several motions that would allow the shareholders to proceed
with the other items of business that were set out in the original
notice of meeting dated March 22, 2013, including voting upon the
election of directors. Despite such motions having been supported by
shareholders representing more than 74 per cent of the Selwyn shares
represented at the meeting and more than 49 per cent of the total issued and
outstanding Selwyn shares, the chairman refused to allow such motions
to be voted upon.
By disallowing the motion to proceed with the other proper business of
the meeting, Selwyn has effectively denied shareholders holding
approximately three-quarters of the Selwyn shares represented at the
meeting, and one-half of all Selwyn shares, the right to vote in favour
of nominees who commit to distributing the net proceeds from the sale
transaction to all shareholders. As noted in RCF IV's April 19, 2013,
press release, the cash generated from the sale transaction with
Chihong will net in excess of $40-million after repayment of the
Waterton debt facility. RCF believes that there are ample funds to
provide a tax-efficient distribution of 10 cents per share to shareholders
immediately after closing and still provide working capital for the
company to find new shareholders to finance the development of ScoZinc.
Given Mr. Meade's lack of independence and repeated refusal to act
judiciously and to allow the motions proposed by the shareholders,
Samara Capital proposed a motion to appoint an independent chairman for
the balance of the meeting. Again, in a further act of entrenchment,
Mr. Meade declined to allow the motion to be voted upon.
Despite multiple requests by shareholders to proceed with the other
business of the meeting, the chairman purported to terminate the
meeting immediately after the approval of the resolution in support of
the sale transaction.
Following the chairman's alleged termination of the meeting without
having addressed the other proper business for which the meeting was
called, shareholders holding 74 per cent of the shares represented in person or
by proxy at the meeting voted, amongst other things, to elect Benedict
Cubitt, Justin Oliver, Jeremy Link, David Kwong and Mr. Collins as
directors for the ensuing year.
RCF is currently the largest shareholder of Selwyn Resources and owns
approximate 17.1 per cent of the common shares of Selwyn.
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