|September 17, 2013|
Brandenburg Appoints New Director Moves Forward With Consolidation
|September 17, 2013, Vancouver, BC: Brandenburg Energy Corp. (TSXV:BBM) ("Brandenburg" or the "Company") is pleased to announce that Christopher Verrico has joined the Board of Directors. Mr. Verrico has 30 years of mine development/operations experience within British Columbia, Alaska, the Canadian Territories and South America, managing and contracting open pit mining, bulk ore handling and northern infrastructure construction operations. In the past 14 years, Mr. Verrico has focused on public junior resource companies throughout the Americas, acting as a director and executive officer of a number of public companies, and providing key participation in raising venture capital.|
The Company advises that Dennis Cox has resigned as a director. Management would like to thank Mr. Cox for his years of dedication to the Company.
The Company also advises that it held its Annual General and Special Meeting on February 27, 2013 (the "Meeting"). At the Meeting, management tabled a special resolution to consolidate its issued and outstanding common shares on an up to five (5) old for one (1) new share basis. Upon further review of the Company's constating documents, management realized that the Company required only an ordinary resolution for a consolidation of its shares, which is a simple majority of the votes cast. Of the votes cast on the resolution, 1,324,680 shares (51.75%) voted in favour of the resolution and 1,235,000 shares (48.25%) voted against.
Due to the current state of the financial markets and in particular, the market price of the Company's shares and the inability to finance the Company at such price, management has determined, in reliance on the simple majority of votes received at the Meeting, to move forward with the consolidation and intends to make an application to the TSX Venture Exchange for approval of a five old for one new common share consolidation.
There are currently 24,171,365 common shares issued and outstanding, and if the proposed consolidation of five old for one new share is accepted by the TSX Venture Exchange, there will be approximately 4,834,273 common shares issued and outstanding. The exact number of post-consolidated shares will vary depending on the treatment of fractional shares, which will occur when each shareholder's holdings in the Company are consolidated. The Company will not issue any fractional common shares as a result of the consolidation. Instead, all fractional shares equal or greater than one-half resulting from the consolidation will be rounded to the next whole number. Outstanding stock options and share purchase warrants will also be adjusted by the consolidation ratio and the respective exercise prices adjusted accordingly. The Company will not be changing its name in conjunction with the consolidation.
On behalf of the Board of Directors
BRANDENBURG ENERGY CORP.
President & CEO
For further information, please contact:
Robert Findlay at 604.669.9330
We seek Safe Harbor.
Neither 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.
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