VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 01/29/13 -- Barkerville Gold Mines Ltd. ("Barkerville" or the "Company") (TSX VENTURE: BGM)(FRANKFURT: IWUB) wishes to announce that the parties have recently reached an agreement (the "Agreement") to resolve the previously filed petition (the "Petition") in the Supreme Court of British Columbia (the "Court") which had requested that the Court: (i) authorize the Petitioners to call an annual general and special meeting (the "Meeting") of the Company; (ii) authorize the Petitioners to give notice of the Meeting to the Company's shareholders and to prepare an information circular in respect of the business of the Meeting; (iii) authorize the Petitioners to present a private placement proposal to the shareholders at the Meeting; and (iv) appoint a shareholder of the Company, or such other person the Court may designate, to act as independent chair of the Meeting.
The details of the Agreement, which have now been incorporated into an order of the Court, include:
1. the Company's Meeting for the year 2012 will be held at 1500 - 1055 West Georgia Street, Vancouver, British Columbia, at 10:00 am on Tuesday, April 16, 2013, as previously called by the Company, in accordance with all applicable laws;
2. the Meeting will be chaired by either Mr. Norman Anderson or Mr. David McMillan, both of whom are independent directors of the Company, as the Company may decide;
3. due to the timing of the Meeting, and subject to the following, the Company has agreed to waive the relevant limitation period and put the Petitioners' previously proposed private placement proposal, which must be provided to the Company by no later than March 4, 2013, in the Company's Meeting management proxy circular; it being acknowledged and agreed that the inclusion of any such proposal will be subject to the Petitioners first having been advised by the B.C. Securities Commission (the "BCSC") that it does not object to the Company providing notice to the shareholders that the proposal will be considered and voted on at the Meeting or, if the BCSC does object, the Petitioners shall have applied and obtained a partial revocation order from the BCSC to allow the Company to give notice to the shareholders of the proposal and for such to be considered and voted on at the Meeting;
4. the Company will cooperate with the Petitioners in obtaining such permission or authorization from the BCSC as may be required to permit the Company to provide notice to the shareholders that the private placement proposal will be considered and voted on at the Meeting; and
5. by no later than March 4, 2013, the Petitioners will provide the Company with the names and biographical information of any proposed nominee directors the Petitioners intend to support for election as directors of the Company, who are not currently directors, however, such nominees, if any, will not be included in the Company's Meeting management proxy circular.
The Company reminds shareholders that its present CTO will remain in place until the Company files a final National Instrument 43-101 technical report (the "NI 43-101 Report) acceptable to the BCSC which addresses all technical disclosure comments of the BCSC. As previously reported, as part of its BCSC response the Company engaged Snowden Mining Industry Consultants Pty ("Snowden") to assist in satisfying certain conditions of the BCSC underlying the CTO and, in particular, preparing an independent audit of the resource estimate provided for Cow Mountain which was the subject of the Company's original technical report, authored by Peter George of Geoex Ltd., which had been filed with the BCSC on August 14, 2012. The Company has been recently advised by each of Snowden and Geoex that they reasonably expect that a complete draft of their updated NI 43-101 Report should be available for review by the Company in the first week of February, such that the Company reasonably expects that it might be in a position to fully respond to the BCSC's technical disclosure comments and file a final and acceptable NI 43-101 Report on SEDAR by the final week of February.
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