Copper Mountain Responds to Montrusco Bolton’s News Release on Shareholder Proposals

by ahnationtalk on June 10, 2015685 Views

Press Releases

Vancouver, British Columbia – June 9, 2015 – Copper Mountain Mining Corporation (TSX: CUM) (the “Company” or “Copper Mountain”) confirms that Montrsuco Bolton of Montreal, Quebec, has submitted six proposals for consideration at the upcoming 2015 annual general meeting of the Company which are disclosed in the Company`s information circular. These proposals were received as thoughtful input by a shareholder and were reviewed and discussed by the Company’s Board, of which 5 out of 7 or 71 percent are independent directors. Management subsequently met again with Montrusco Bolton to convey the Board`s considerations and recommendation that the Directors believe that not all of the proposals were appropriate for a company of Copper Mountains’ size.

For the reasons below, and as outlined in the Company’s information circular, the Company can only support one of the proposals put forward by Montrusco Bolton and is recommending against the remaining five. For a more detailed discussion of the Company`s position on the individual proposals, please see the Company’s information circular that is filed on SEDAR.

The proposals put forward are:

Montrusco Bolton’s Proposal Company’s Position
1. Appointment of Lead Director Recommend Vote Against
2. Advisory Vote on Executive Compensation (“Say on Pay”) Recommend Vote Against
3. Clawback Proposal Recommend Vote For
4. Disclosure of Key Performance Metrics Recommend Vote Against
5. Use of Key Performance Metrics Recommend Vote Against
6. Dilution Safeguard Proposal Recommend Vote Against

In the Company’s pursuit to deliver sustainable long-term value, the Board is unequivocally supportive of the establishment and maintenance of high standards of governance and appropriate policies and programs which assures the alignment of management’s behaviour with the interests of its shareholders. The Board views this as an essential business practice and has always sought to focus the Company’s strategy, actions and compensation structure on long-term growth and sustainable value creation.

The Company’s Board is concerned with many aspects of the proposals in that they, among other things, appear to:

  • have been prepared without reference to the Corporation’s record of outstanding disclosure and legal compliance;
  • ignore the disciplined capital management approach fostered by the Board and management of the Company;
  • attempt to impose US governance rules out of context that would put the Company at a competitive disadvantage to its peers;
  • attempt to fetter the discretion of the Board and management to operate the business in the best interests of all shareholders; and
  • ignore the careful and conservative compensation practises followed by the Company, focusing on key performance indicators that may not be applicable to a mining company.

The Board encourages all of the Company’s shareholders to review in detail the full analysis of the proposals set out in the

Company’s information circular. Management of the Company believes that the Corporate Governance Policies and practices are consistent with the Policy’s and practices of TSX listed companies of the size and stage of development of Copper Mountain and that current corporate government procedures and policies have in no way impeded the Company’s growth nor its performance.

The fundamental business of the Company has grown significantly over the past year: the Company achieved record copper production of 81 million pounds during 2014, a 22% increase over 2013; cash flow from operations was $47.2 million or $0.40 per share during 2014, an increase of 48% over the previous year; adjusted EBITDA was $78.8 million during 2014, an increase of 35% over the previous year; mill capacity has improved with the addition of the secondary crusher and the mill is now operating above its design capacity of 35,000 tpd; and has paid back approximately US$75 million in debt and interest payments on the Company’s very attractive debt arrangements.

Jim O’Rourke, President and CEO of Copper Mountain, remarked, “Copper Mountain became a public company in 2007 as a junior mining company and has since financed and developed a major copper mine in BC. This $450 million mine was developed on schedule and within the cost budget. A strategic partner assisted to allow 75 percent attractive debt financing which provided minimal shareholder dilution. More recently we added a $40 million secondary crusher to increase capacity by 35 percent and again, on schedule and within budget.“

Mr. O`Rourke went on to say, “Currently, the company has 119 million shares issued which demonstrate our prudent capital management. Management and the Directors own about 6 percent of the shares and are very committed to operate the company in the best interests of all shareholders. Our Company is in the resource business and our share price tracks along the global economic conditions and more precisely, the open metals prices. We are confident our Corporate Governance policies and practices and compensation policies and practices are well in line with our peer groups in the mining industry. Our Board of Directors are experienced professionals active in the affairs of the Company and very conscious of improving shareholder value while ensuring their fiduciary responsibilities to the Company. We welcome a fully engaged AGM with our shareholders.“

About Copper Mountain Mining Corporation:

Copper Mountain’s flagship asset is the 75% owned Copper Mountain mine located in southern British Columbia near the town of Princeton. The Company has a strategic alliance with Mitsubishi Materials Corporation who owns the remaining 25%. The Copper Mountain mine commenced production in the latter half of 2011, and has continued to improve its operations. The key development for 2014 was the installation of the secondary crusher as a permanent solution to maximize concentrator throughput and improve overall efficiencies for the company. Secondary crusher construction was completed by the end of July 2014 on budget and on schedule. The 18,000 acre site has a large resource of copper that remains open laterally and at depth. The mine has significant exploration potential that will need to be explored over the next few years to fully appreciate the property’s full development potential. Additional information is available on the Company’s web page at

On behalf of the Board of


“Rod Shier”

Rodney A Shier, CA

Chief Financial Officer

For further information, please contact:

Betty LeBlanc, Manager of Investor Relations 604-682-2992 ext. 238 Email: Rod Shier, Chief Financial Officer 604-682-2992 ext.222 Email:


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