|By Marketwire .||
|October 24, 2012 08:47 PM EDT||
VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 10/25/12 -- Pursuant to the Advance Notice Policy adopted by the board of directors of St. Elias Mines Ltd. (the Company) on September 27, 2012, Gilby Len Hastman (the Nominating Shareholder), on behalf of a number of concerned shareholders of the Company, gave notice (the Notice) to the Company on October 18, 2012 that he proposes to nominate Gilby Len Hastman, Darcy Kim Hastman and Ted E.R. Rutherglen (the Nominees) for election as directors of the Company at its annual general meeting of shareholders scheduled to be held on TUESDAY, NOVEMBER 27, 2012 (the AGM).
On October 22, 2012, one business day after receiving the Notice, the Company announced a non-brokered private placement of a minimum of 50 million units and a maximum of 100 million units, at a discounted price of $0.10 per unit (the Private Placement).
If the Private Placement is completed in full, there would be a dilution to the existing shareholders of approximately 85%.
Earlier today, the Nominating Shareholder delivered a letter to the TSX Venture Exchange and the British Columbia Securities Commission expressing his concerns with the Private Placement and asking that the TSX Venture Exchange withhold approval of this financing unless and until it is fully disclosed and approved by the shareholders of the Company.
Gilby Len Hastman
Certain statements in this news release contain forward-looking information within the meaning of applicable securities laws in Canada ("forward-looking information"). The words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions are often intended to identify forward-looking information, although not all forward-looking information contains these identifying words.
The forward-looking information in this news release includes, but is not limited to: the nomination and election of the Nominees and replacement of the Company's current directors, the timing and holding of the AGM and the approval and closing of the Private Placement.
In connection with the forward-looking information contained in this news release, the Nominating Shareholder has made numerous assumptions. While the Nominating Shareholder considers these assumptions to be reasonable, these assumptions are inherently subject to significant uncertainties and contingencies. Additionally, there are known and unknown risk factors which could cause actual results, performance or achievements to be materially different from any future results, performance or achievements express or implied by the forward-looking information contained herein. Known risk factors include, among others: the Nominees may not be elected to the board of the Company, the AGM may not be held as currently anticipated, or at all, and the Private Placement may be approved by the relevant regulatory authorities.
All forward-looking information in this news release is qualified in its entirety by this cautionary statement and, except as may be required by law, the Nominating Shareholder undertakes no obligation to revise or update any forward-looking information as a result of new information, future events or otherwise after the date hereof.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Gilby Len Hastman
Darcy Kim Hastman