Stonegate Agricom Announces Annual Meeting Voting Results
May 9, 2014 (Source: CNW) — Stonegate Agricom Ltd. (“Stonegate” or the “Company”) (TSX: ST, ST.WT.A) today announced that, at the annual and special meeting of shareholders held on May 8, 2014, all nominees listed in the management information circular (the “Circular”) dated April 8, 2014 were elected as directors of the Company.
The voting results on the election of directors were as follows:
|Votes For||%||Votes Withheld||%|
|Kerry J. Knoll||102,968,343||99.0||1,061,520||1.0|
|Ian J. McDonald||103,560,843||99.5||469,020||0.5|
|Mark N.J. Ashcroft||102,267,943||98.3||1,761,920||1.7|
|Denis C. Arsenault||102,976,343||99.0||1,053,520||1.0|
|Laurence W. Curtis||102,959,843||99.0||1,070,020||1.0|
|Ronald P. Gagel||102,977,843||99.0||1,052,020||1.0|
|William E. Roscoe||102,973,843||99.0||1,056,020||1.0|
|Andrew J. Stronach||101,342,543||97.4||2,687,320||2.6|
In addition, shareholders approved the adoption of By-Law No. 3 and repeal of By-Law No. 1 effective as of shareholder approval as outlined in the Circular. By-Law No. 3 includes the adoption of a new advance notice requirement for the election of directors. The purpose of the advance notice requirement is to treat all shareholders fairly by ensuring that all shareholders, including those participating in a meeting by proxy rather than in person, receive adequate notice of the nominations to be considered at a meeting and can thereby exercise their voting rights in an informed manner.
Specifically, advance notice must be given to the Company in circumstances where nominations of persons for election to the Board of Directors are made by shareholders other than pursuant to: (a) a requisition of a meeting made pursuant to the provisions of the Business Corporations Act (Ontario) (the “Act”); or (b) a shareholder proposal made pursuant to the provisions of the Act.
In the case of an annual meeting of shareholders, notice to the Company must be made not less than 30 nor more than 65 days prior to the date of the annual meeting. In the event that 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.
In the case of a special meeting of shareholders (which is not also an annual meeting), notice to the Company 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.
Shareholders also approved the amendment of the Company’s stock option plan as described in the Circular and the appointment of PricewaterhouseCoopers LLP as auditors for the ensuing year.
About Stonegate Agricom Ltd.
Stonegate Agricom, which is actively engaged in acquiring and developing agricultural nutrient projects, is currently focused on the development of the potentially world-class, long-life Paris Hills Phosphate Project located in Idaho. The Company is confident that the deposit has sufficient size and grade to become a strategic, cost-effective source of phosphate supply for major fertilizer producers. More information is available at www.stonegateagricom.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements” and “forward-looking information” within the meaning of applicable law. Generally, forward-looking statements and forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. All forward-looking statements and forward-looking information are based on reasonable assumptions that have been made by the Company as at the date of such information. Forward-looking statements and forward-looking information are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements and forward-looking information, including but not limited to: risks relating to assumptions used in preparation of the Feasibility Study and Pre-Feasibility Study on the Lower Phosphate Zone of the Paris Hills Phosphate Project including government regulation, phosphate prices, labour costs and capital costs, and project risks including project location, permitting requirements, project delays, ground control and dilution and water management; the general risks associated with the speculative nature of the Company’s business, commodity prices, current global financial conditions, uncertainty of additional capital and completion of the Lease Facility through Macquarie, price volatility, the Paris Hills Phosphate Project being a development stage project, limited operating history, no history of earnings, government regulation in the mining industry, environmental risks and hazards, impending climate change legislation, required approvals and permits, foreign subsidiaries, risks relating to the retention of the Paris Hills Phosphate Project, expiration of leases and permits for the Paris Hills Phosphate Project, title to mineral properties, obtaining surface rights, community relations and project support, water rights, exploration, development and operating risks, uncertainty in the estimation of mineral reserves and resources, uncertainty of inferred mineral resources, mineral exploration, risks associated with having a controlling shareholder, arbitrary offering price, dilution to the common shares, dependence on key personnel, currency fluctuations, insurance and uninsured risks, competition, legal proceedings, conflicts of interest and lack of dividends as well as those factors discussed in the section entitled “Risk Factors” in the Company’s most recently filed annual information form available at www.sedar.com. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements and forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements or information. Accordingly, readers should not place undue reliance on forward-looking statements or forward-looking information. The forward-looking statements and forward-looking information contained in this press release are included for the purpose of providing investors with information to assist them in understanding the Company’s expected financial and operational performance and may not be appropriate for other purposes. Stonegate does not undertake to update any forward-looking statement or forward-looking information that is included herein, except in accordance with applicable securities laws.
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