BRISBANE, AUSTRALIA--(Marketwired - May 21, 2014) - Intrepid Mines Ltd. (ASX:IAU)(TSX:IAU) ("Intrepid", or the "Company"), advises that following its advice to the market on 14 May 2014 "Changes to Directors' Recommendations for the Annual General Meeting", the company has prepared an Amended Notice of Meeting and Amended Proxy Form.
Attached is a letter to Shareholders from the Chairman Mr Ian McMaster AM which explains the changes to the Notice of Meeting and Proxy Form and summarises the Directors' recommendations in relation to each resolution.
The Chairman's letter, Amended Notice of Meeting and Amended Proxy Form will be forwarded to Shareholders on Thursday 22 May 2014.
The documents may be viewed on the Company's website at 19 May 2014
Dear fellow shareholder
The vote by shareholders at the Extraordinary General Meeting (EGM) on 13 May 2014 has resulted in considerable change in your Company with the appointment of three new Directors to the Board and a clear indication from the majority of shareholders that they are looking to the Board to return cash to them as expeditiously as possible. Since the EGM, the newly constituted Board has been working constructively to achieve this common objective and to find a solution which satisfies the requirements of as many shareholders as possible.
As a result of the EGM vote, a number of technical amendments were required to the Notice of Meeting for the Annual General Meeting. In addition following a meeting of the newly constituted Board, it was agreed to change several of the recommendations included in the Notice of Meeting. The changes to the Notice and the new recommendations were set out in an announcement to the market on 14 May 2014.
To ensure that Shareholders are fully informed prior to the meeting, your Board decided that rather than provide you with a lengthy amending document, the whole Notice of Meeting and Proxy Form would be amended and reissued to reflect the changes outlined in the 14 May announcement. I take this opportunity to summarise the changes to the Notice of Meeting and the recommendations.
Return of Capital Resolution
The clear indication from the vote at the EGM was that the majority of Shareholders want to see the Company returning cash to them as quickly as possible. Without question the quickest way to achieve this end is to proceed with the return of capital resolution included in the Notice of Meeting. In this way Shareholders will receive the Australian dollar equivalent of US$0.258 per share within a few weeks of the Annual General Meeting. For this reason, your Directors now recommend that shareholders vote for the resolution.
Intentions of the Board if the Return of Capital is not approved
For the Return of Capital Resolution to pass, 75% of the votes cast at the meeting must support it. In the event that the Return of Capital is not approved by Shareholders, the Board will prepare an alternate proposal (or proposals) including a share buy-back as soon as practical. The share buyback will be designed to provide those Shareholders who wish to exit the Company register with an opportunity to do so.
Changes to Annual General Meeting Resolutions
A number of the resolutions to be put to the Annual General Meeting of the Company on 30 May 2014 need to be changed to reflect the outcome of the 13 May EGM.
Resolutions 9 to 11 are amended as follows:
| | Resolution 9: Re-election of Mr Gregory Mazur as a Director |
| | "That Mr Gregory Mazur who retires in accordance with Regulation 53.1AA and Regulation 54 of the Company's Constitution and being eligible offers himself for re-election is re-elected as a Director." |
| | |
| | Resolution 10: Re-election of Mr Lim Yu Neng Paul as a Director |
| | "That Mr Lim Yu Neng Paul who retires in accordance with Regulation 53.1AA and Regulation 54 of the Company's Constitution and being eligible offers himself for re-election is re-elected as a Director." |
| | |
| | Resolution 11: Re-election of Mr Clifford Sanderson as a Director |
| | "That Mr Clifford Sanderson who retires in accordance with Regulation 53.1AA and Regulation 54 of the Company's Constitution and being eligible offers himself for re-election is re-elected as a Director." |
The following resolutions have been withdrawn and will not be considered at the meeting
| | Resolution 4: Re-election of Mr Colin Jackson as a Director |
| | Resolution 6: Re-election of Mr Laurence Curtis as a Director |
| | Resolution 7: Re-election of Mr Robert MacDonald as a Director |
Summary of Directors' Recommendations
The Board's recommendations for each of the resolutions to be put to the Annual General Meeting on 30 May 2014 are set out below. Individual Directors have undertaken to vote all shares controlled by them in accordance with the recommendations and in support of the Remuneration Report (Resolution 2) to the extent that is permissible under the Corporations Act. The Chairman of the Meeting intends to vote undirected Proxies in accordance with the Directors' recommendations and in support of the Remuneration Report (Resolution 2) to the extent that is permissible under the Corporations Act.
All Directors recommend shareholders vote FOR the following resolutions:
- Resolution 1 - Return of Capital to Shareholders
- Resolution 3 - Re-election of Mr Ian McMaster AM to the Board
- Resolution 5 - Re-election of Mr Alan Roberts to the Board
- Resolution 8 - Re-election of Mr Scott Lowe to the Board
- Resolution 9 - Re-election of Mr Gregory Mazur
- Resolution 10 - Re-election of Mr Lim Yu Neng Paul
- Resolution 11 - Re-election of Mr Clifford Sanderson
All Directors recommend shareholders vote AGAINST the following resolution:
- Resolution 12 - Spill Motion
Proxy Form
A new Proxy Form reflecting the changes above is also provided in the attached package and Shareholders are encouraged to complete and lodge their proxies with the Share Registry Computershare by 3 pm on Wednesday 28 May 2014.
If you have already submitted your Proxy Form you may change your vote by completing and submitting the enclosed Amended Proxy Form. If you have already submitted your Proxy Form and do not submit an Amended Proxy Form your original vote will remain valid.
Conclusion
In my earlier letter to you, I noted that at this Annual General Meeting, Shareholders will vote to determine the future direction of the Company. This remains as true today as before the EGM. I urge all Shareholders to take the opportunity to express your view by attending the AGM or by sending your proxy vote.
Ian McMaster AM, Chairman
