|By Marketwired .||
|March 12, 2014 06:05 PM EDT||
VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 03/12/14 -- Reservoir Minerals Inc. ("Reservoir" or the "Company") (TSX VENTURE:RMC)(PINKSHEETS:RVRLF)(BERLIN:9RE)is pleased to announce the appointment of Mr. Stephen Scott to the Board of Directors (the "Board") of the Company and that its Board of Directors has adopted a shareholder rights plan (the "Rights Plan") designed to encourage the equal treatment of shareholders in connection with any take-over bid for the outstanding securities of the Company.
Mr. Scott is a senior mining and mineral exploration executive with almost 30 years international industry experience. For the past 15 years Stephen has worked for Rio Tinto in a number of international management and commercial executive roles. Prior to that, he held senior positions in the international junior/mid-cap exploration and mining sector. Between 2002 and 2005 Stephen was President Director of Rio Tinto Indonesia responsible for Rio Tinto's Indonesian business activities including management the company's interest in the Freeport Grasberg copper mine. Notable projects and transactions Stephen either led or worked on in recent years include; Oyu Tolgoi, La Granja, Pebble, Jadar (Serbia), Chinalco Exploration Joint Venture, Hathor Exploration, DRC Iron Ore, Ashton Canada, Penisquito, IRC Royalty package, Wafi, Ambler, Corani, Rossing South, Greens Creek, Pinto Valley, Sulawesi Nickel, Altynalmas Gold and Inova Resources (formally Ivanhoe Australia).
Simon Ingram, President & CEO of Reservoir, commented, "We are very pleased Stephen is joining the Reservoir board with his wealth of international commercial mining experience. Reservoir will benefit particularly from Stephen's major mining company joint venture operational expertise as the Company develops the exciting copper-gold Timok Project joint venture with Freeport in Serbia."
Shareholder Rights Plan:
The Company also announces that its Board of Directors has adopted a shareholder rights plan (the "Rights Plan") designed to encourage the equal treatment of shareholders in connection with any take-over bid for the outstanding securities of the Company. The Rights Plan also provides the Board of Directors with additional time to assess the advantages and disadvantages to any particular offer and to seek out alternative proposals in the best interests of the shareholders.
The Board has not adopted the Rights Plan in response to any specific proposal to acquire control of the Company's outstanding shares and the Rights Plan is similar to plans adopted by other Canadian companies and approved by their shareholders. The Rights Plan was not adopted to entrench management or prevent a change of control of Reservoir. The Rights Plan does not apply to take-over bids that meet certain requirements, including that the bid be made by way of a take-over bid circular, be made to all shareholders and be left open for at least 60 days so as to ensure that shareholders have an adequate opportunity to assess the merits of the bid.
The Rights Plan will be presented to the shareholders of the Company for approval at the annual and special general meeting to be held on April 24, 2014 and is subject to regulatory acceptance. If approved by the shareholders, the Rights Plan will have an initial term of three years. A copy of the Rights Plan will be available for viewing on SEDAR at www.sedar.com, and can also be obtained from Reservoir.
Advance Notice Policy:
Reservoir announces the adoption by its Board of Directors of an Advance Notice Policy in respect of the election of directors. The purpose of the Policy is to provide shareholders, directors and management of the Company with a clear framework for nominating persons for election as directors of the Company. No person will be eligible for election unless nominated in accordance with the Policy.
The Policy was adopted to further the Company's commitments to: (i) facilitating an orderly and efficient annual general or, where the need arises, special meeting, process; (ii) ensuring that all shareholders receive adequate notice of the director nominations and sufficient information regarding all director nominees; and (iii) allowing shareholders to register an informed vote after having been afforded reasonable time for appropriate deliberation.
The Policy requires advance notice to the Company where nominations of persons for election to the Board of Directors are made by shareholders. The Policy fixes a deadline by which nominations of potential directors must be submitted to the Company prior to any annual or special meeting of shareholders and sets forth the information that must be included in the notice to the Company.
For annual general meetings of shareholders, notice to the Company of nominations of potential directors must be made not less than 35 days and not more than 60 days prior to the date of the meeting but if 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.
For special general meetings of shareholders called for the purpose of electing directors (whether or not called for other purposes), notice to the Company of nominations of potential directors 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.
Pursuant to the terms of the Policy, the Company will seek shareholder ratification of the Policy at its next annual and special general meeting of shareholders. The Company also intends to formalize the Policy by, subject to obtaining shareholder approval at that meeting, incorporating its terms into its Articles.
About the Company:
Reservoir Minerals Inc. is an international mineral exploration and development company run by an experienced technical and management team, with a portfolio of precious and base metal exploration properties in Europe and Africa. The Company operates an exploration partnership business model to leverage its expertise through to discovery.
This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Such forward-looking statements or information, including but not limited to those with respect to the adoption and effect of the Rights Plan and the Advance Notice Policy, regulatory and shareholder approvals, the annual and special general meeting of the Company's shareholders and the Company's mineral projects, involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of Reservoir Minerals Inc. to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. Such factors include, among others, failure of the shareholders of the Company to approve the Rights Plan or Advance Notice Policy, failure to obtain required regulatory approvals, the actual prices of commodities, the actual results of current exploration, development and mining activities, changes in project parameters as plans continue to be evaluated, as well as those factors disclosed in documents filed from time to time with the securities regulators in the applicable Provinces of British Columbia and Alberta.
Neither TSX Venture Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release.
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