Everton Settles with Focus Graphite Inc. and Provides Update on Transaction with Brigus Gold Corp.
April 30, 2013 (Source: Marketwire) Ottawa, ON — Everton Resources Inc. (“Everton” or the “Company”) (TSX VENTURE:EVR)(FRANKFURT:ERV)(OTCQX:EVRRF) is pleased to announce that it has settled the previously announced legal claim (see news release dated November 30, 2012) relating to a transaction in which Everton sold certain mining claims in the Labrador Trough in 2009 and 2010 to Focus Graphite Inc. (“Focus”).
Everton also announces that it has entered into an agreement to sell the 3.3 million common shares of Focus that are being released pursuant to the May 2010 escrow agreement entered into among Focus, Everton and certain other persons in connection with the listing of Focus’ common shares on the TSX Venture Exchange, to a third party for gross proceeds to Everton of $900,000. Everton completed the first closing of the transaction by selling 900,000 common shares of Focus for gross proceeds of $600,000.
Everton is scheduled to receive the balance of its common shares of Focus on or about May 27, 2013, at which time the second and final closing of the transaction is expected to occur, resulting in gross proceeds to Everton of $300,000.
The Company intends to use the proceeds from the sale of the Focus common shares for working capital and general corporate purposes.
Update on transaction with Brigus Gold Corp.
On October 23, 2012, Everton announced that it had exercised the option to acquire Brigus Gold Corp.’s (“Brigus”) remaining interest in the Ampliacion Pueblo Viejo, La Cueva and Ponton concessions located in the Dominican Republic (the “Concessions”) by issuing 15,000,000 common shares of the Company to Brigus Gold ULC, a wholly-owned subsidiary of Brigus. The Company also announced its intention to complete the transaction by acquiring all of the issued and outstanding shares of Linear Gold Caribe S.A., a wholly-owned subsidiary of Brigus, and registered holder of the Concessions. As the La Cueva and La Lechoza concessions are presently in the renewal process with mining authorities in the Dominican Republic, the parties are waiting to obtain confirmation that the Concessions have been renewed before proceeding with the closing of the transaction. The parties are confident that the renewal process will be completed shortly and the Company will thereafter issue a news release to announce the closing of the transaction and provide additional details thereon.
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Adoption of Advance Notice Provision
The board of directors of Everton has adopted By-Law 2013-1 which includes a provision that requires advance notice to the Company in circumstances where nominations of persons for election to the Board are made by shareholders of the Company other than pursuant to (i) a requisition to call a shareholders meeting made pursuant to the provisions of the Business Corporations Act (Quebec) (the “QBCA”), or (ii) a shareholder proposal made pursuant to the provisions of the QBCA (the “Advance Notice Provision”).
Among other things, the Advance Notice Provision fixes a deadline by which holders of record of common shares of the Company must submit director nominations to the Company prior to any annual 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 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; provided, however, that in the event that the annual meeting is to be held on a date that is less than 40 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.
The Advance Notice Provision provides a clear process for shareholders to follow to nominate directors and sets out a reasonable time frame for nominee submissions along with a requirement for accompanying information. The purpose of the Advance Notice Provision 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. In addition, the Advance Notice Provision should assist in facilitating an orderly and efficient meeting process.
By-law 2013-1 will be placed before shareholders at the annual and special meeting of shareholders of the Company scheduled for May 27th, 2013. A copy of the By-law has been filed under the Company’s profile at wwww.sedar.com
Everton is actively exploring in the Dominican Republic adjacent to the Pueblo Viejo Mine, owned by the world’s two largest gold mining companies, Barrick Gold Company (60%) in partnership with Goldcorp Inc. (40%) (“Goldcorp”). Everton also holds an interest in the Opinaca region of James Bay, Quebec where the Company has partnered with Aurizon Mines Ltd. which is advancing Everton’s interest by funding 100% of all exploration work on one of the largest land packages adjacent to Goldcorp’s Eleonore gold deposit.
This news release contains certain forward-looking statements that involve risks and uncertainties, such as statements of Everton’s plans, objectives, strategies, expectations and intentions. The words “may”, “would”, “could”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” and similar expressions, as they relate to Everton, or its management, are intended to identify such forward-looking statements. Many factors could cause Everton’s actual results, performance or achievements to be materially different any future results, performance or achievements that may be expressed or implied by such forward-looking statements. The forward-looking statements included in this press release represent Everton’s views as of the date of the release. While Everton anticipates that subsequent events and developments may cause its views to change, it specifically disclaims any obligation to update these forward-looking statements, except in accordance with applicable securities laws. Accordingly, readers are advised not to place undue reliance on forward-looking information. All subsequent written and oral forward-looking statements attributable to Everton or persons acting on its behalf are expressly qualified in their entirety by this notice.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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