Notice of EGM

RNS Number : 4610G

Amur Minerals Corporation

01 February 2010

 



1 February 2010

Amur Minerals Corporation

("Amur" or "the Company")

Notice of Shareholders' Meeting

Amur Minerals Corporation (AIM: AMC) announces today that it has posted a notice convening a Shareholders' Meeting to be held at the offices of Lothbury Financial, Mercury House, Triton Court, Finsbury Square, London EC2A 1BR at 9.00 a.m. on 22 February 2010.  At this meeting, Shareholders will be asked to approve a special resolution granting the Directors authority pursuant to Article 14.4 (a) of the Company's articles of association to allot up to 50,000,000 Ordinary Shares as if the pre-emption rights contained in the Company's articles of association did not apply to such allotment.

The full text of the letter sent to Shareholders from the Company's Chairman, Robert Schafer, is copied below.

A copy of the circular to Shareholders is available to view on the Company's website:  www.amurminerals.com

Enquiries:

Company Amur Minerals Corp.	Nomad and Broker RBC Capital Markets	Public Relations Lothbury Financial
Robin Young, CEO	Martin Eales	Michael Padley
		Libby Moss
[phone]	[phone]	[phone]

Chairman's Statement

Dear Shareholder:

A Shareholders' Meeting of Amur Minerals Corporation (the Company) is to be held at 9.00 a.m. on 22 February 2010 at the offices of Lothbury Financial, Mercury House, Triton Court, Finsbury Square, London EC2A 1BR.  At this meeting, Shareholders will be asked to approve a resolution necessary for the Company to effect future capital raisings necessary to sustain the Company through 2010.  The notice convening the Shareholders' Meeting is set out at the end of this document. 

Background

At the Annual General Meeting on 15 September 2009 Shareholders authorised the directors to allot up to 120 million shares. However a resolution to disapply pre-emption rights on such an issue was not approved. The Company now proposes to hold a shareholders' meeting to give the Board of Directors authority to allot up to 50 million Ordinary Shares without the application of pre-emption rights.

The proceeds from any allotment of Ordinary Shares will raise additional working capital for general corporate purposes and for funding of the 2010 field season including surface sampling of the main Kun Manie deposit and continue internal project optimisation studies, whilst the Company awaits the Russian authorities' decision on its mining licence application.

The Company is in active discussions with a range of sources of funds.  As suitable commitments are secured, the Board wishes to be in a position to conclude the fundraising and issue shares as soon as possible.  It is for this purpose the Company is convening the Shareholders' Meeting and seeking the suitable authority, without the application of pre-emption rights, now to issue shares to conclude matters quickly once suitable investors are found.

The Company will continue to examine other production and early stage development opportunities which would require further funding.   Shareholders will be kept fully informed of the progress of this strategy.

Shareholders' Meeting

At the Shareholders' Meeting, the following resolution will be proposed:

·           Resolution 1 will be a special resolution granting the Directors authority pursuant to Article 14.4 (a) of the Company's articles of association to allot up to 50,000,000 Ordinary Shares as if the pre-emption rights contained in the Company's articles of association did not apply to such allotment.

The Directors consider the grant to them of these powers to be in the best interests of the Company and its shareholders, to enable them to conduct further fundraisings in order to progress its projects in a timely fashion. The Directors recommend you to vote in favour of those resolutions at the Shareholders' Meeting as they intend to do (where they are able to instruct voting) in respect of a total of 1,210,067 Ordinary Shares (representing approximately 1 per cent. of the current issued ordinary shares in the Company).

Action to be taken

You will find enclosed the notice of the Shareholders' Meeting together with either a Form of Proxy or a Form of Direction for use at the Shareholders' Meeting.  Whether or not you propose to attend the Shareholders' Meeting in person, you are requested to complete and return the Form of Proxy or Form of Direction by post or delivered by hand to the Company's Registrars, Capita Registrars, Proxy Department, at The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU United Kingdom, in accordance with the instructions printed thereon as soon as possible and in any event, so as to be received no later than 9.00 a.m. 20 February 2010 in the case of Forms of Proxy and 9.00 a.m. on 19 February 2010 in the case of Forms of Direction. Please note that completion and return of the Form of Proxy will not preclude you from attending the Shareholders' Meeting and voting in person if you so wish. For Depositary Interest Holders to have the right to attend and vote at the Shareholders' Meeting, you must be entered on the Company's register of Depositary Interests 9.00 a.m. on 20 February 2010 and bring to the Shareholders' Meeting a letter of corporate representation validly executed on behalf of the Depositary. A letter of corporate representation may be obtained from the Depositary.

Yours sincerely

Robert Schafer

Chairman

 

END

 

 

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