Toronto, ON / TheNewswire / October 5th, 2018. Chilean Metals Inc. ("Chilean Metals," "CMX" or the "Company")(TSX.V:CMX, OTCQB: CMETF, SSE:CMX, MILA:CMX, FRA: IVV1, BER : IVV1). On August 27th Investment Industry Regulatory Organization of Canada ("IIROC") halted the trading in the shares of Chilean Metals 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 has been trying to seek Exchange approval for its previous private placement. 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 trying 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 appropriate 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 properly is to remove voting rights of our investors. This is not a consequence the Company believe is merited in this circumstance, and as noted in our press release of August 24, 2018, we appealed 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 property transaction) so it seems somewhat incongruous that these were approved after the Exchange apparently had so many concerns with our private placement error.
A hearing date on the Company's appeal of the 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 stay 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 over the last months to work out. Now given no common ground was available we took the decision to the BC Securities Commission. We believe this trading halt is unnecessary and indeed harmful to the Company and 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,
Chilean Metals Inc. is a Canadian Junior Exploration Company focusing on high potential Copper Gold prospects in Chile & Canada.
Chilean Metals Inc is 100% owner of five properties comprising 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 for $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 Cobalt exploration properties in Nova Scotia on the western flank of the Cobequid-Chedabucto Fault Zone (CCFZ); Fox River, Parrsboro, Lynn, Economy and Bass River North respectively. It has also optioned two additional projects Trident at Bass River and Economy East. Chilean Metals 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, CEO
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 current and future exploration programs, activities and results. Although CMX believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially 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 and exploration success, continued availability of capital and financing, inability to obtain required regulatory or governmental approvals and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance 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 Provider (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
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 will 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
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.
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.
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.