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Sep 30, 2014
Mindoro Adopts Advance Notice Bylaw
EDMONTON, ALBERTA, September 30, 2014 - Mindoro Resources Ltd. (TSXV: MIO; Frankfurt: WKN 906167) today announced the adoption of an Advance Notice Bylaw providing for advance notice requirements for the nominations of directors.

The purpose of the Advance Notice Bylaw is to provide shareholders, the Board and management of the Company with a clear framework for director nominations to help ensure orderly business at shareholder meetings. Among other things, the Advance Notice Bylaw fixes a deadline by which a nominating shareholder must submit director nominations to the Company prior to any annual or special meeting of shareholders. It also specifies the information that a nominating shareholder must include in the notice to the Company in order for any director nominee to be eligible for election at any annual or special meeting of shareholders.

In the case of an annual meeting of shareholders, notice to the Corporate Secretary of the Company must be made not less than 30 days and not more than 65 days prior to the date of the annual meeting; provided, however, that in the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be made not later than the close of business on the 10th day following such public announcement.

In the case of a special meeting of shareholders (which is not also an annual meeting), notice to the Company must be made not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made.

The Advance Notice Bylaw is effective as of the date it was approved by the Board on September 26, 2014 and will be submitted for shareholder approval by ordinary resolution at the Company's upcoming Annual and Special Meeting on November 28, 2014. If the Bylaw is not ratified by the shareholders, the Bylaw shall terminate at the close of the Meeting and be of no further force and effect.

The full text of the Bylaw is available with this release on Mindoro's website at www.mindoro.com and on SEDAR at www.sedar.com.

On behalf of the Board of Directors,
Penny Gould
CEO and Director


For investor relations inquiries, please email ir@mindoro.com, or telephone one of the following:
Canada: Penny Gould or Clayton Northey: +1 780 413 8187 or
Jeanny So, CHF Investor Relations: +1 416 868 1079 ext. 225
Website: www.mindoro.com

About Mindoro

Mindoro is a Tier 1 Issuer trading on the TSX Venture Exchange (MIO) and Frankfurt Stock Exchange (WKN 906167). Mindoro has a 75% interest in the Agata Mining Joint Venture and 75% interest in the Agata Processing Joint Venture with options to acquire an additional 25% interest in both the Agata Mining and Processing Joint Ventures. Mindoro also holds 75% interest in the Pan de Azucar Sulphur-Copper-Gold Project, Iloilo. TVI Resource Development (Phils.), Inc. ("TVIRD") has the option to earn up to a 60% interest in Agata and Pan de Azucar projects by meeting the earn-in requirements outlined in the June 24, 2013, press release, which include funding the DSO operation into production and producing a definitive feasibility study for a nickel processing facility. Mindoro also holds 75% interest and an option to acquire an additional 25% in the Tapian San Francisco Copper-Gold Project, Mindanao.

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.

This release contains forward-looking statements including management's assessments of future plans and operations, and expectations of future production, including the statements with respect to when Mindoro expects production and the direct shipping of high-iron laterite resources at the Agata project to commence. These statements are based on current expectations that involve a number of risks and uncertainties, which could cause actual results to differ materially from those anticipated. These risks include, but are not limited to, the risks associated with the mining and exploration industry (e.g. operational risks in development, exploration and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserve estimates; the uncertainty with respect to results of exploration, the uncertainty of estimates and projections relating to production and the uncertainty of the availability of capital). The assumptions used in the preparation of such statements, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. The Company does not undertake to update forward-looking statements except where required to do so by law.


ADVANCE NOTICE BY-LAW
(Adopted by the Board of Directors with immediate effect on September 26, 2014)

MINDORO RESOURCES LTD.
(the "Corporation")


INTRODUCTION

The Corporation is committed to: (i) facilitating an orderly and efficient annual general or, where the need arises, special meeting, process; (ii) ensuring that all shareholders receive adequate notice of the director nominations and sufficient information with respect to all nominees; and (iii) allowing shareholders to register an informed vote having been afforded reasonable time for appropriate deliberation.

The purpose of the Advance Notice Bylaw is to provide shareholders, the Board and management of the Corporation with a clear framework for director nominations to help ensure orderly business at shareholder meetings. Among other things, the Advance Notice Bylaw fixes a deadline by which a nominating shareholder must submit director nominations to the Corporation prior to any annual or special meeting of shareholders. It also specifies the information that a nominating shareholder must include in the notice to the Corporation in order for any director nominee to be eligible for election at any annual or special meeting of shareholders.

The Advance Notice Bylaw is effective as of the date it was approved by the Board on September 26, 2014 and will be submitted for shareholder approval by ordinary resolution at the Corporation's upcoming Annual and Special Meeting on November 28, 2014. If the Bylaw is not ratified by the shareholders, the Bylaw shall terminate at the close of the Meeting and be of no further force and effect.

16. NOMINATIONS OF DIRECTORS

16.1 Meeting of Shareholders
  1. Except as otherwise provided in the Act, or regulations thereunder, any other applicable statute or the articles, only persons who are nominated in accordance with the procedures set out in this Article 16 shall be eligible for election as directors to the Board. Nominations of persons for election to the Board at any annual meeting of shareholders, or at any special meeting of shareholders called for any purpose which includes the election of directors to the Board, may only be made:
    1. by or at the direction of the Board or an authorized officer of the Corporation;
    2. by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the Act or a requisition of shareholders made in accordance with the provisions of the Act; or
    3. by any person entitled to vote at such meeting (a "Nominating Shareholder"), who:
      1. is, at the close of business on the date of giving notice provided for in section 16.2 below and on the record date for notice of such meeting, entered in the securities register of the Corporation as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting; and
      2. has given timely notice in proper written form as set forth in this Article 16.
  2. For the avoidance of doubt, the foregoing clause (1) shall be the exclusive means for any person to bring nominations for persons for election to the Board before any annual or special meeting of shareholders of the Corporation.
16.2 Timely Notice
  1. For a nomination made by a Nominating Shareholder to be timely notice (a "Timely Notice"), the Nominating Shareholder's notice must be received by the Secretary of the Corporation at the registered office of the Corporation:
    1. in the case of an annual meeting of shareholders, not later than the close of business on the 30th day before and not earlier than the opening of business on the 65th day before the first anniversary date of the Corporation's immediately preceding annual meeting of shareholders; provided, however, if any annual meeting is called for a date that is more than 30 days before or 30 days after such anniversary date, for the notice by a Nominating Shareholder to be a Timely Notice, the notice must be received not earlier than the opening of business on the 65th day before and not later than the close of business on the 30th day before the meeting date or, if the first public announcement of the date of such annual meeting made by the Corporation is less than 50 days prior to the meeting date, not later than the close of business on the 10th day following the day on which the first public announcement of the date of such annual meeting is made by the Corporation; and
    2. in the case of a special meeting (which is not also an annual meeting) of shareholders called for any purpose which includes the election of directors to the Board, not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting is made by the Corporation.
  2. The time periods for giving of a Timely Notice shall in all cases be determined based on the original date of the annual meeting or the first public announcement of the annual or special meeting, as applicable. In no event shall an adjournment or postponement of an annual meeting or special meeting of shareholders or any announcement thereof commence a new time period for the giving of a Timely Notice.
16.3 Proper Written Form
  1. To be in proper written form, a Nominating Shareholder's notice to the Secretary must comply with all the provisions of this section 16.3 and:
    1. disclose or include, as applicable, as to each person whom the Nominating Shareholder proposes to nominate for election as a director (a "Proposed Nominee") all the information in respect of each such Proposed Nominee that would be required to be disclosed in a dissident proxy circular or other filings required to be made in connection with the solicitation of proxies for election of directors pursuant to the Act or applicable securities law, including, without limitation:
      1. their name, province or state and country of residence, principal occupation or employment and status as a resident Canadian;
      2. their direct or indirect beneficial ownership in, or control or direction over, any class or series of securities of the Corporation, including the number or principal amount;
      3. details of any arrangement or understanding between the Proposed Nominee and any other person or company, except the directors and officers of the Corporation acting solely in such capacity, pursuant to which the Proposed Nominee is to be nominated; and
      4. a duly completed personal information form in respect of the Proposed Nominee in the form prescribed by the principal stock exchange on which the securities of the Corporation are then listed for trading.
    2. disclose or include, as applicable, as to each Nominating Shareholder giving the notice and each beneficial owner, if any, on whose behalf the nomination is made all the information in respect of each such Nominating Shareholder that would be required to be disclosed in a dissident proxy circular in connection with the solicitation of proxies for election of directors pursuant to the Act or applicable securities law; and
    3. the Corporation can require any Proposed Nominee to furnish such other information as the Corporation may request to determine the eligibility of such Proposed Nominee to serve as an independent director of the Corporation or that could be material to a reasonable shareholders understanding of the independence, or lack thereof of such Proposed Nominee.
  2. The Nominating Shareholder shall also disclose, with respect to each Proposed Nominee:
    1. whether it believes the Proposed Nominee would be "independent" within the meaning of National Instrument 52-110 Audit Committees of the Canadian Securities Administrators; and
    2. any direct or indirect compensation, reimbursement or indemnification arrangements or agreements made between the Proposed Nominee and the Nominating Shareholder in connection with the service of the Proposed Nominee as a director of the Corporation.
  3. All information to be provided in a Timely Notice pursuant to section 16.3 shall be provided as of the later of the record date for determining shareholders entitled to vote at the meeting (if public announcement of such date shall have been made by the Corporation) and the date of such notice.
  4. If requested by the Corporation, a Nominating Shareholder shall furnish such additional information, in respect of a Proposed Nominee nominated by such Nominating Shareholder, as the Corporation may reasonably request to determine the eligibility of such Proposed Nominee to serve as a director of the Corporation or a member of any committee of the Board.
  5. Any notice, or other document or information required to be given to the Secretary pursuant to this Article 16 may only be given by personal delivery (including by courier), facsimile transmission or by email (at such email address as may be stipulated from time to time by the Secretary for purposes of this notice), and shall be deemed to have been given only at the time it is given by personal delivery (including by courier) to the Secretary at the address of the registered office of the Corporation, email (at the address as aforesaid) or sent by facsimile transmission; provided that if such delivery or electronic communication is made on a day which is not a business day or later than 5:00 p.m. (Edmonton time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the next following day that is a business day.
  6. The requirements set out in this Section 16.3 do not apply in respect of any Proposed Nominee who is, as at the date of the applicable Timely Notice given to the Corporation, a director of the Corporation.
16.4 Additional Matters
  1. The chair of any meeting of shareholders of the Corporation shall have the power to determine whether any proposed nomination is made in accordance with the provisions of this Article 16, and if any proposed nomination is not in compliance with such provisions, to declare that such defective nomination shall not be considered at any meeting of shareholders.
  2. The Board may, in its sole discretion, waive any requirement of this Article 16.
  3. For the purposes of this by-law, "public announcement" means disclosure in a press release disseminated by the Corporation through a national news service in Canada, or in a document filed by the Corporation for public access under its profile on the System of Electronic Document Analysis and Retrieval at www.sedar.com.
  4. This Article 16 is subject to, and should be read in conjunction with, the Act, and the regulations thereunder, any other applicable statute and the articles. If there is any conflict or inconsistency between any provision of the Act, and the regulations thereunder, any other applicable statute or the articles and any provision of this Article 16, the provision of the Act, and the regulations thereunder, or other applicable statute or the articles will govern.
EFFECTIVE DATE

This By-Law was approved and adopted by the Board on September 26, 2014 (the "Effective Date") and is and shall be effective and in full force and effect in accordance with its terms and conditions from and after such date. Notwithstanding the foregoing, if this By-Law is not approved by ordinary resolution of shareholders of the Corporation present in person or voting by proxy at the next meeting of those shareholders validly held following the Effective Date, then this By-Law shall terminate and be void and of no further force and effect following the termination of such meeting of shareholders.

GOVERNING LAW

This By-Law shall be interpreted and enforced in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable in that province.
 
 

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