RNS Number : 6734A
Titanium Resources Group Ltd
04 February 2011
Titanium Resources Group Ltd.
Notice of Meeting of Members and Despatch of Circular
4 February 2011: Titanium Resources Group Ltd. (the "Company") announces that it is today posting a circular to Members (the "Circular") containing the notice of a Meeting of Members of the Company to be held at 12.30 p.m. on Monday 21 February 2011 at the offices of Herbert Smith LLP, Exchange House, Primrose Street, London EC2A 2HS (the "Meeting").
At the Meeting, Members will be asked to consider and, if thought fit, pass resolutions to approve:
(i) the disapplication of Part IV Schedule 2 of The BVI Business Companies Act, 2004 (as amended) and the adoption of new Memorandum and Articles of Association of the Company;
(ii) the Company being authorised to issue an unlimited number of shares in the Company;
(iii) the change of name of the Company to Sierra Rutile Limited; and
(iv) in view of the large number of changes to the Board during 2010, the re-election to the Board of each of the Directors of the Company.
Following a successful second period with the Company, Wayne Malouf has decided not to seek re-election as Non-Executive Chairman, and Jean Lindberg Charles, an Executive Director and Chief Financial Officer, will also not be seeking re-election to the Board. Accordingly, they will both resign as Directors of the Company at the conclusion of the Meeting. The Board is delighted that, given his significant knowledge and understanding of the Company, Jean Lindberg Charles will remain part of the management of the Company. The Board is currently looking for a suitable person to fill the role of Chairman and will update Members on the progress of this process in due course but in the interim, Jan Castro, a Non-Executive Director, will be appointed as acting Chairman of the Company.
Commenting on the announcement Wayne Malouf, Non-Executive Chairman of the Company said:
"I have decided not to seek re-election as Non-Executive Chairman. This reflects the completion of a period of significant change at the Company, including changes to the Company's shareholder base and Board composition. On behalf of the Board I would also like to take this opportunity to thank Jean Lindberg Charles for his diligence and contribution to the Board and we are delighted that he will remain with the Company."
The Circular contains information concerning the background to, and the reasons for, the proposals and explains why the Directors recommend that Members vote in favour of the resolutions to be proposed at the Meeting. Copies of the Circular and the proposed new Memorandum and Articles of Association to be adopted by the Company at the Meeting will be made available today in accordance with the AIM rules on the Company's website at http://www.titaniumresources.com/.
For further information:
Titanium Resources Group
John Sisay, Chief Executive Officer
Telephone: +44 (0) 20 7321 0000
Nominated Advisor & Broker
Hugh Field / Richard Johnson
Telephone: +44 (0) 20 7012 2000
Michael Oke / Andy Mills
Telephone: +44 (0) 20 7321 0000
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