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Message: SPM's Board Determines Not to Accept Director Resignations
Scorpio Mining Corporation
TORONTO, ONTARIO--(Marketwired - Sep 5, 2014) - Scorpio Mining Corporation (SPM.TO) (the "Company" or "Scorpio Mining") announced today that its board of directors (the "Board") has determined that it is not in the best interests of the Company to accept the offers of resignation submitted by three directors, Ewan Mason, Jonathan A. Berg and Bradley R. Kipp, who were elected at the Company's Annual and Special Meeting of Shareholders held on June 12, 2014. Each of the three directors had offered to resign as directors after the number of votes withheld for their re-election or election was greater than the votes in favour of such director. Because the directors offered their resignations, the Board was not required to make a determination as to whether the Company's majority voting policy applied in the circumstances and considered the offers of resignation as if the policy so applied.
Scorpio Mining stated that the Board considered each of the offered resignations and determined not to accept them. Messrs. Mason, Berg and Kipp did not participate in the consideration of their respective offers of resignation.
In making its determination, the Board considered a number of factors relevant to the best interests of the Company. The Board noted: that the three directors are "independent" (as defined in Multilateral Instrument 52-110 - Audit Committees), experienced and highly capable; two of the three directors have prior service on the Board and are very knowledgeable about the Company; each of the three directors serves on one or more of the key committees of the Company and Mr. Mason serves as Chairman of the Board. The Company stated that the Board believed that losing this experience and knowledge would harm the Company. In addition, the Board noted that if the director resignations were accepted, the Board would be left with only four remaining directors and only one director that was independent.
This news release includes certain statements that may be deemed "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the composition of the board of directors, operations, exploration and development plans, expansion plans, estimates, expectations, forecasts, objectives, predictions and projections of the future. Generally, these forward-looking statements can be identified by the forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "projects", "intends", "anticipates", or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "can", "could", "would", "might", or "will" "be taken", "occur" or "be achieved". Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Scorpio Mining Corporation to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: risks related to the exploration and development and operation of the Company's projects in Mexico, risks related to international operations, construction delays and cost overruns, the actual results of current exploration, development and construction activities, conclusions of economic evaluations, changes in project parameters as plans continue to be refined, future prices of silver, zinc, copper, lead and gold, risks relating to completing acquisition transactions as well as those factors discussed in the sections relating to risk factors of our business filed in Scorpio Mining Corporation's required securities filings on SEDAR, including its Annual Information Form dated March 13, 2014. Although Scorpio Mining Corporation has attempted to identify important factors that could cause results to differ materially from those contained in forward-looking statements, there may be other factors that cause results to be materially different from those anticipated, described, estimated, assessed or intended.
There can be no assurance that any forward-looking statements will prove 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 statements. Scorpio Mining Corporation does not undertake to update any forward-looking statements that are incorporated by reference herein, except in accordance with applicable securities laws.
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