CMX Comments on BCSC Ruling and Provides Details Regarding the Steps Undertaken by the Company to Comply with Exchange Requirements for the Approval of the
CMX Comments on BCSC Ruling and Provides Details Regarding the Steps Undertaken
by the Company to Comply with Exchange Requirements for the Approval of the
private placement of $1,636,390 completed on June 8, 2018
Toronto, ON. December 10, 2018 . Chilean Metals Inc. (“Ch ilean Metals” “CMX” or the
“Company”)(TSX.V:CMX, OTCQB: CMETF, SSE :CMX, MILA:CMX, FRA: IVV1, BER:
IVV1).
On July 27, 2018, the TSX Venture Exchange (TSXV) advised the Co mpany that it would
consider accepting the private placement subsequent to the issuance of securities if: 1) the private
placement is approved by the disinterested shareholders (to be obtained prior to any other matters
being put to the Company’s shareholders for a pproval); or 2) the Company ensured that the
common shares issued pursuant to the privat e placement are excluded from the vote at the
Company’s upcoming shareholders meeting. On August 17, 2018, th e Company disclosed that it
had had discussions with the TSXV but had not arrived at a solution with the TSXV. On August
24, 2018, the Company disclosed the TSXV’s cons iderations for acceptance of the private
placement (as noted above), and the Company’s r easons for choosing to appeal to the British
Columbia Securities Commission for a review of the decision.
On August 24, 2018, Chilean Metals applied under section 28 of the Securities Act, RSBC 1996,
c. 418 to the BC Securities Commission (BCSC) fo r a review of the TSXV decisions dated July
27 and August 10, 2018 refusing to approve private placements by Chilean Metals.
On September 2, 2018, Chilean Metals applied under section 28 of the Securities Act for a
review and interim stay of the TSXV decision dated August 27, 2018 to halt trade the securities
of Chilean Metals.
The BCSC proceeding was held on November 13, 2018. At the proceeding, the BCSC did not
confirm an estimated date at which a decision would be reached.
On November 21, 2018, the BCSC released its deci sion by way of an order (the “Order”) and
dismissed the Chilean Metals appeal of both ma tters. No reasons for the ruling were given and
the Order advised that the reasons of the BCSC will follow.
The Company received the Orde r after the proxy voting cut-o ff time for our annual general
meeting of shareholders which cut off time was 11am (Eastern time) on November 21, 2018, and
well after the information circular was prepared and mailed (November 2, 2018). The
information circular had been prepared and mailed before the BCSC proceeding was even held.
Accordingly, in the circular, the Company disclo sed its issued and outstanding shares based on
the number of shares issued (as having been pa id for) and recorded on its central securities
register maintained by its transfer agent. At the time of the mailing, the Company’s information
circular spoke to the general voting rights of the common shares.
The Company had understood that the BCSC pr oceeding could go either way. The Company
anticipated the possibility of su ch a decision. Chilean Metals ha d instructed its transfer agent
AST Trust Company (Canada) to be prepared to count the proxy votes at the annual meeting in
such a way so as to ensure, if required, that th e private placement shares that had not received
approval from the TSXV could be withheld from voting on all meeting resolutions (in a way that
complied with the previous TSXV directive on withholding votes).
The Company confirms the private placement shares were withheld from voting on all items of
business presented to the shareholder mee ting on November 23, 2018. The transfer agent
confirmed that a total of 10,509,186 shares (by pr oxy) were voted at th e meeting, representing
shares that voted and excluding a total of 11,565,000 shares, as being shares that had been issued
in the private placement. The transfer agent created reports on all ac counts that voted. For
registered positions, the vote exclusion was clear. For any private placement shares that had been
deposited to a brokerage account registration, the transfer agent took a conservative view and
excluded all shares voted by the brokerage firm up to the maximum number of the deposited
private placement shares. There were 6 cases wh ere shares were deposited to brokerage firms
and the following shares were excluded [T D Waterhouse (200,000); NBCN Inc. (50,000); PI
Financial Corp. (2,083,334); Haywood Securi ties Inc. (1,717,500); CIBC World Markets
(430,000); Leede Jones Gable Inc. (405,000)]. Of th e excluded votes, the transfer agent advised
that all proxies that were withheld from voti ng had been cast in favour of management, and
therefore, their exclusion would not have any impact on any resolution that passed at the
meeting.
As disclosed by the Company on November 23, 2018, all items of busine ss at the AGM passed
and the first 5 names below were elected to the Board of Directors of the Company. The vote
was conducted by ballot at the meeting because there were 9 nominees for 5 board positions. The
ballot results were as follows:
Name of Nominee Number of Votes
Greg McKenzie 6,685,675
Peter Kent 6,685,700
Les Mallard 6,685,700
Terry Lynch 6,685,700
Michael Sharry 6,685,700
Christopher J Berlet 3,808,236
James P Boyle 3,808,236
Sean Samson 3,808,236
Marcus M Chase 3,808,236
“While we were disappointed w ith the BCSC decision we did abide by it. We were entitled to
learn the result of the BCSC decision and then ta ke action accordingly, so as to move forward.
Our shareholders expected as much from us. Fo rtunately our shareholders knew the issues at
hand and responded by overwhelmingly supporting th e management slate. We are working to
resolve all matters with the TSXV and look forward to resuming trading in the near future.”
The Company is currently in the process of 1) submitting the required documentation and
information to obtain TSXV approval for the pr ivate placement; and 2) completing all other
required filing requirements to become in good standing with the TSXV. The Company has
issued this news release at the request of the TSXV and the TSXV has reviewed it.
About Chilean Metals
www.chileanmetals.com/
Chilean Metals Inc. is a Canadian Junior Exploration Company focusing on high potential
Copper Gold prospects in Chile & Canada.
Chilean Metals Inc is 100% ow ner of five properties comprisi ng over 50,000 acres strategically
located in the prolific IOCG (“Iron oxide-copper-gold”) belt of northern Chile. It also owns a 3%
NSR royalty interest on any future production from the Copaquire Cu-Mo deposit, recently sold
to a subsidiary of Teck Resources Inc. (“Teck”). Under the terms of the sale agreement, Teck has
the right to acquire one third of the 3% NSR fo r $3 million dollars at any time. The Copaquire
property borders Teck’s producing Quebrada Blanca copper mine in Chile’s First Region.
Chilean Metals Inc is the 100% owner of five Copper Gold C obalt exploration properties in
Nova Scotia on the western flank of the Cobequ id-Chedabucto Fault Zone (CCFZ); Fox River,
Parrsboro, Lynn, Economy and Bass River Nort h respectively. It has also optioned two
additional projects Trident at Bass River and Economy East. Chilean Me tals is exploring,
analyzing and drilling these properties in the summer of 2018.
ON BEHALF OF THE BOARD OF DIRECTORS OF
Chilean Metals Inc.
“Terry Lynch”
Terry Lynch, CEO
Contact: [email protected]
The Qualified Person for Chilean Metals Inc., as defined by National Instrument 43-101, is Mick
Sharry, M.Sc. Consultant
Forward-looking Statements: This news release may contain certain statements that may be
deemed "forward-looking statements". All statements in this release, other than statements of
historical fact, that address events or developments that CMX expects to occur, are forward
looking statements. Forward-looking statements are statements that are not historical facts and
are generally, but not always, identified by the words "expects", "plans", "anticipates",
"believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events
or conditions "will", "would", "may", "could" or "should" occur. Forward-looking statements in
this document include statements regarding curre nt and future exploration programs, activities
and results. Although CMX believes the expecta tions expressed in su ch forward-looking
statements are based on reasonable assumptions, such statements are not guarantees of future
performance and actual results may differ materia lly from those in forward-looking statements.
Factors that could cause the actual results to differ materially from those in forward-looking
statements include market prices, exploitation an d exploration success, con tinued availability of
capital and financing, inability to obtain requ ired regulatory or govern mental approvals and
general economic, market or business conditi ons. Investors are cautioned that any such
statements are not guarantees of future perfor mance and actual results or developments may
differ materially from those projected in the forward-looking statements.
Neither the TSX Venture Exchange nor its Regulation Services Provid er (as that term is defined
in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy
of this release.