CALGARY, Alberta, Canada (July 20, 2015) – New Millennium Iron Corp. (“NML” or the “Company”) (TSX: NML) (OTCQX: NWLNF) today provided an update on the steps being taken by NML’s Board of Directors (“Board”) and Management in response to the following matters arising out of the Company’s Annual General Meeting (“AGM”) held June 25, 2015, in Toronto:
Board Composition and Renewal Process
The Company has committed to a special process to address the composition of its Board of Directors. As announced by NML following the AGM, all nine directors proposed for election at the AGM were elected, but a majority of the votes cast were withheld against six of the individuals concerned, namely Lee Nichols, Robert Patzelt, Dean Journeaux, John Schindler, Pierre Seccareccia and General Rick Hillier. In accordance with NML’s Majority Voting Policy previously approved by the shareholders, these individuals offered their resignations to take effect upon acceptance by the Board at a later date as outlined in the Majority Voting Policy.
In order for the Board to have a quorum and meet independence requirements, including under NML’s Corporate Governance Guidelines and Board Mandate, and in order to reconstitute the Corporate Governance and Compensation Committee (“CGCC”), the Board unanimously approved the appointment of all of NML’s independent directors to the CGCC, being General Hillier and Messrs. Nichols, Schindler and Seccareccia. At the first meeting of the CGCC after its reconstitution, General Hillier was elected as Chair.
The CGCC under its mandate will consider the aforementioned resignations and successor arrangements and make recommendations to the Board. The committee’s work is now in progress. Its mandate includes a review of the Board composition and structure, the continuation of its work regarding the recruitment and selection of potential directors, the determination of whether to accept any director’s offer of resignation, and any transitional requirements resulting therefrom. Additional resources have been provided to the CGCC to facilitate its work, including the appointment of legal counsel and advisors with expertise in process facilitation, board governance and director recruitment.
The Board will review and consider the recommendations of the CGCC and publicly disclose the Board’s determinations and resulting actions on or before September 24, 2015.
Special Information Session for Shareholders
In conjunction with the Board renewal process and in order to respond further on key issues expressed at the AGM, the Company will convene a special information session for shareholders to be attended by the Board, Management and representatives of Tata Steel. The place, date, form and other related general arrangements are still to be determined and will be announced in due course.