CMX Provides Update
CMX Provides Update
Toronto, ON. October 5th, 2018 . Chilean Metals Inc. (“Chilean Metals,” “CMX” or the
“Company”)(TSX.V:CMX, OTCQB: CMETF, SS E:CMX, MILA:CMX, FRA: IVV1, BER :
IVV1). On August 27 th Investment Industry Regulatory Or ganization of Canada (“IIROC”)
halted the trading in the shares of Chilean Meta ls on the TSXV at the request of the TSXV due
to “Pending Review of Compliance with Exchange Requirements”.
As disclosed in the Company’s previous news releases, the Company ha s been trying to seek
Exchange approval for its previous private plac ement. The Company’s clarifying news release
of July 9, 2018 was issued at the behest of the Exchange [and received approval of the Exchange
as to its contents] and the Company has been tr ying to obtain Exchange approval since then.
While the Company acknowledges it did not file a Form 4B prior to closing as required by
Exchange policies, its failure to file was the result of an inadvertent error. When notified the
Company quickly complied and filed the appropria te paperwork and all additional Exchange
requests for documentation and information, which were more detailed and lengthy than required
in usual financing situations.
The Exchange punishment for failing to file the private placement properl y is to remove voting
rights of our investors. This is not a conseq uence the Company believe is merited in this
circumstance, and as noted in our press releas e of August 24, 2018, we a ppealed the Exchange’s
decision to the BC Securities Commission. Further, the Exchange has prevented us from closing
further private placements, which has constrained our ability to raise equity financing and carry
on our business. Somewhat ironically, the Exchange approved various other transactions in late
July (a shares for debt and pr operty transaction) so it seems somewhat incongruous that these
were approved after the Exchange apparently had so many concer ns with our private placement
error.
A hearing date on the Company’s appeal of th e Exchange decision to disenfranchise our
shareholders will commence on November 13, 2018. At that time in addition to the appeal of the
Exchange decision the Company will also seek a st ay of the Exchange decision to halt trading in
Chilean Metals stock.
“We regret the Exchange decision to halt trading. We have an honest fundamental difference of
opinion that we have tried ove r the last months to work out. Now given no common ground was
available we took the decision to the BC Securiti es Commission. We believe this trading halt is
unnecessary and indeed harmful to the Company a nd its shareholders. We believe the process of
appeal will prove this point.” commented Terry Lynch, Chilean CEO.
In additional news, the Company would like to advise its shareholders that it will be holding its
annual general meeting on November 23, 2018 for all registered holders of common shares with
a Record Date of October 22, 2018. As part of our preparation for an orderly shareholder
meeting, the Board has approved an Advance Notice Policy. The full body of the policy is
attached for reference to shareholders. The purpose of the policy is to ensure shareholders have
adequate time and information to review any new directors. The policy is common in public
companies today and is considered good corporate governance to have such a policy in place.
The policy will allow shareholders time to evaluate information and so that unexpected Board
nominations do not unreasonably impact shareholders’ ability to make informed voting
decisions.
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 such 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.
CHILEAN METALS INC.
ADVANCE NOTICE POLICY
INTRODUCTION
Chilean Metals Inc. (the “ Company”) is committed to: (i) facilitating an orderly and efficient
process for the election of directors at annual general and special meetings; (ii) ensuring that all
shareholders receive adequate notice of the director nominations and sufficient information with
respect to all director nominees; and (iii) allowing shareholders to register an informed vote after
having been afforded reasonable time for appropriate deliberation.
The purpose of this advance notice policy (the “ Policy”) is to provide shareholders, directors
and management of the Company with a clear framework for nominating directors of the
Company. This Policy establishes 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 and sets forth the information that a shareholder must include
in the notice to the Company for the notice to be in proper written form in order for any director
nominee to be eligible for election at any annual or special meeting of shareholders.
It is the position of the board of directors of the Company (the “ Board”) that this Policy is in the
best interests of the Company, its shareholders and other stakeholders. This policy will be
subject to an annual review by the Board, and w ill reflect changes as required by securities
regulatory authorities or stock exchanges, or so as to meet industry standards from time to time.
NOMINATIONS OF DIRECTORS
1. Only persons who are eligible under the Business Corporations Act (British Columbia)
(the “Act”) and who are nominated in accordance with the following procedures shall be
eligible for election as directors of the Company. At any annual meeting of shareholders,
or at any special meeting of shareholders if one of the purposes for which the special
meeting was called is the election of directors, nominations of persons for election to the
Board may be made only:
(a) by or at the direction of the Board, including pursuant to a notice of meeting;
(b) by or at the direction or request of one or more shareholders pursuant to a
proposal made in accordance with the Act, or pursuant to a requisition of the
shareholders made in accordance with the provisions of the Act; or
(c) by any person (a “ Nominating Shareholder”):
(i) who, at the close of business on the date of the giving of the notice
provided for below in this Policy and at the close of business on the
record date for notice of such meeting, is entered in the securities register
of the Company as a holder of one or more shares carrying the right to
vote at such meeting or who beneficially owns shares that are entitled to
be voted at such meeting; and
(ii) who complies with the notice procedures set forth below in this Policy.
2. In addition to any other requirements under applicable law, for a nomination to be made
by a Nominating Shareholder, the Nominating Shareholder must have given timely
notice thereof in proper written form to the Chief Executive Officer of the Company in
accordance with paragraph 7.
3. To be timely, a Nominating Shareholder’s notice to the Chief Executive Officer of the
Company must be made:
(a) in the case of an annual general meeting of shareholders, not less than 30 nor
more than 65 days prior to the date of the annual general meeting of
shareholders; provided, however, that in the event that the annual general
meeting of shareholders is to be held on a date that is less than 50 days after the
date on which the first Public Announcement (as defined in paragraph 6 of this
Policy) of the date of the annual general meeting was made (the “ Notice Date”),
notice by the Nominating Shareholder may be made not later than the close of
business on the 10th day following the Notice Date; and
(b) in the case of a special meeting (whi ch is not also an annual general meeting) of
shareholders called for the purpose of electing directors (whether or not called for
other purposes), 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 of shareholders was made.
In no event shall any adjournment or postponement of a meeting of shareholders or the
announcement thereof commence a new time period for the giving of a Nominating
Shareholder’s notice as described above.
4. To be in proper written form, a Nominating Shareholder’s notice to the Chief Executive
Officer of the Company must set forth:
(a) as to each person whom the Nominating Shareholder proposes to nominate for
election as a director:
(i) the name, business address and residential address of the person;
(ii) the current principal occupation, business or employment of the person,
the name and principal business of any company in which such
employment is carried on, and similar information as to all the principal
occupations, businesses or employments within the five preceding years;
(iii) the class and number of shares in the capital of the Company which are
directly or indirectly controlled or directed or which are owned beneficially
or of record by the person as of the record date for the meeting of
shareholders (if such date shall then have been made publicly available
and shall have occurred) and as of the date of such notice; and
(iv) any other information relating to the person that would be required to be
disclosed in a proxy circular or a dissident’s proxy circular in connection
with solicitations of proxies for election of directors pursuant to the Act
and Applicable Securities Laws (as defined in paragraph 6 of this Policy)
(including such person’s written consent to being named in the proxy
circular as a nominee and to serving as a director if elected); and
(b) as to the Nominating Shareholder giving the notice, full particulars regarding any
proxy, contract, arrangement, understanding or relationship pursuant to which
such Nominating Shareholder has a right to vote or direct the voting of any
shares of the Company and any other information relating to such Nominating
Shareholder that would be required to be made in a dissident’s proxy circular in
connection with solicitations of proxies for election of directors pursuant to the
Act and Applicable Securities Laws.
The Company may require any proposed nominee to furnish such other
information as may reasonably be required by the Company to determine the
eligibility of such proposed nominee to serve as an independent director of the
Company or that could be material to a reasonable shareholder’s understanding
of the independence, or lack thereof, of such proposed nominee.
5. No person shall be eligible for election as a director of the Company unless nominated in
accordance with the provisions of this Policy; provided, however, that nothing in this
Policy shall be deemed to preclude discussion by a shareholder (as distinct from the
nomination of directors) at a meeting of shareholders of any matter in respect of which it
would have been entitled to submit a proposal pursuant to the provisions of the Act or at
the discretion of the Chairman. The Chairman of the meeting shall have the power and
duty to determine whether a nomination was made in accordance with the procedures
set forth in the foregoing provisions of this Policy and, if any proposed nomination is not
in compliance with such foregoing provisions, to declare that such defective nomination
shall be disregarded.
6. For purposes of this Policy:
(a) “ Public Announcement” shall mean disclosure in a press release reported by a
national news service in Canada, or in a document publicly filed by the Company
under its profile on the System for Electronic Document Analysis and Retrieval
(“SEDAR”) at www.sedar.com; and
(b) “ Applicable Securities Laws ” means the applicable securities legislation of
each relevant province and territory of Canada, as amended from time to time,
the rules, regulations and forms made or promulgated under any such statute
and the published national instruments, multilateral instruments, policies,
bulletins and notices of the securities commission and similar regulatory authority
of each relevant province and territory of Canada.
7. Notwithstanding any other provision of this Policy, notice given to the Chief Executive
Officer of the Company pursuant to this Polic y may only be given by personal delivery or
by facsimile transmission, and shall be deem ed to have been given and made only at
the time it is served by personal delivery to the Chief Executive Officer at the mailing
address on the Company’s SEDAR profile or sent by facsimile transmission to the fax
number on the Company’s SEDAR profile (provided that receipt of confirmation of such
transmission has been received); provided that if such delivery or electronic
communication is made on a day which is a not a business day or later than 5:00 p.m.
Vancouver time) on a day which is a business day, then such delivery or electronic
communication shall be deemed to have been made on the subsequent day that is a
business day.
8. Notwithstanding the foregoing, the Board may, in its sole discretion, waive any
requirement in this Policy.
EFFECTIVE DATE
This Policy was approved and adopted by the Board on October 4th, 2018 (the
“Effective Date”) and is and shall be effective and in full force and effect in accordance
with its terms and conditions from and after such date. Notwithstanding the foregoing, if
this Policy is not approved by ordinary resolution of shareholders of the Company
present in person or voting by proxy at the next meeting of those shareholders validly
held following the Effective Date, then this Policy shall terminate and be void and of no
further force and effect following the termination of such meeting of shareholders.