TORONTO, ONTARIO -- (Marketwired) -- 04/09/13 -- Ferro Iron Ore Corp. (TSX VENTURE: RRO) reports that it has terminated the definitive agreement entered into with shareholders of Continent Treasure Limited to effect a business combination and obtain a 77.5% interest in Mongolian exploration license No.14491X (the "Exploration License"). Ferro has also terminated the definitive agreement to effect a business combination with Blue Eagle Trading Limited to acquire the additional 22.5% interest in the Exploration License (the business combinations with CTL and Blue Eagle together defined as the "Proposed Business Combinations"). Please see the Ferro press release dated November 6, 2012 for more details on the Proposed Business Combination.
Ferro identified several violations and breaches of covenants, representations and warranties contained in the definitive agreements (the "Definitive Agreements") related to the Proposed Business Combinations. Pursuant to the terms of the Definitive Agreements, Ferro submitted a letter to CTL and Blue Eagle identifying certain breaches of the covenants, representations and warranties contained in the Definitive Agreements and requested that they be cured. CTL and Blue Eagle failed to cure the breaches during the 10 day period allotted in the Definitive Agreements. As a result, the board of directors of Ferro determined it was necessary to terminate the Definitive Agreements, and both CTL and blue Eagle have acknowledged and accepted the termination.
Alastair Neill, Director of Ferro commented on the termination: "We are disappointed that the situation has necessitated this decision, but believe that terminating the two definitive agreements is in the best interests of all our shareholders and other stakeholders in Ferro."
Private Placement Financing
Further to the termination of the Proposed Business Combinations, Ferro also announces the termination of its $1,000,000 private placement financing previously announced on December 6, 2012. Ferro will consider a new private placement financing in the future.
Appointment of Chief Executive Officer
Ferro also reports the appointment of Alastair Neill as Chief Executive Officer, effective immediately.
Alastair Neill is the former VP/GM, Rare Earth Division and VP Business Development for AMR (now Molycorp, Inc.) and Executive Vice President of Dacha Strategic Metals Inc. Mr. Neill is one of the leading experts in rare earth elements and he has over 15 years of experience in the resources sector. He holds a Master of Business Administration from York University and a Bachelor of Engineering in material science from the University of Western Ontario.
Advance Notice Policy
Ferro has adopted a new policy that requires advance notice to the company for nominations of directors other than by management, through a requisition for a meeting or by way of a shareholder proposal.
Among other things, the policy fixes a deadline by which holders of record of common shares of Ferro must submit director nominations to the company prior to any annual or special meeting of shareholders and sets forth the information that a shareholder must include in the notice to Ferro for the notice to be in proper written form.
In the case of an annual meeting of shareholders, notice to Ferro must be made not less than 30 nor more than 65 days prior to the date of the annual meeting, provided that in the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be made not later than the close of business on the tenth day following such public announcement.
In the case of a special meeting of shareholders (which is not also an annual meeting), notice to Ferro must be made not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made.
The new policy is intended to: (i) facilitate an orderly and efficient annual general or special meeting process; (ii) ensure that all shareholders receive adequate notice of the director nominations and sufficient information regarding all director nominees; and (iii) allow shareholders to register an informed vote after having been afforded reasonable time for appropriate deliberation.
The policy is effective immediately and will be placed before Ferro's shareholders for approval at the company's annual general and special meeting of shareholders scheduled to be held on May 30, 2013.
The full text of the policy is available under Ferro's profile at www.sedar.com.
About Ferro Iron Ore Corp.:
Ferro Iron Ore Corp. (formally Galena Capital Corp.) continues to review a number of opportunities in the Iron Ore exploration and development sector to add further shareholder value to its existing 51% interest in the Iron Horse Property located in the Skeena and Liard Mining Divisions of British Columbia.
ON BEHALF OF FERRO IRON ORE CORP.
Alastair Neill, Chief Executive Officer
This press release contains "forward looking information" within the meaning of applicable Canadian securities legislation. Forward looking information includes, but is not limited to, statements with respect to the termination or cancellation of the Definitive Agreements, the termination of its private placement financing, the appointment of new officers, the adoption of the advance notice policy and the future plans or intentions of Ferro. Generally, forward looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic, competitive, geopolitical and social uncertainties; the actual results of exploration activities; regulatory risks; risks inherent in foreign operations; and other risks of the oil and gas industry. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
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.
Ferro Iron Ore Corp.
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