Manitou Gold Inc. Adopts Advance Notice By-Law
SUDBURY, ONTARIO â€" May 16, 2013 â€" Manitou Gold Inc. (TSX-V: MTU) (the “Corporation” or “Manitou”) announces the adoption by its Board of Directors of amendments to its By-Laws.Â
By-Law 2 includes a provision that requires advance notice to the Corporation in circumstances where nominations of persons for election to the Board of Directors are made by shareholders of the Corporation other than pursuant to (i) a requisition to call a shareholders meeting made pursuant to the provisions of the Business Corporations Act (Ontario) (the “OBCA”), or (ii) a shareholder proposal made pursuant to the provisions of the OBCA (the “Advance Notice Provision”).
Among other things, the Advance Notice Provision fixes a deadline by which holders of record of common shares of the Corporation must submit Director nominations to the Corporation prior to any annual or special meeting of shareholders and sets forth the information that a shareholder must include in the notice to the Corporation for the notice to be in proper written form.
In the case of an annual meeting of shareholders, notice to the Corporation must be made not less than 30 nor 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 Corporation must be made no 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 Provision provides a clear process for shareholders to follow to nominate Directors and sets out a reasonable time frame for nominee submissions along with a requirement for accompanying information. The purpose of the Advance Notice Provision is to treat all shareholders fairly by ensuring that all shareholders, including those participating in a meeting by proxy rather than in person, receive adequate notice of the nominations to be considered at a meeting and can thereby exercise their voting rights in an informed manner. In addition, the Advance Notice Provision should assist in facilitating an orderly and efficient meeting process.
By-Law 2 is effective immediately and will be placed before shareholders at the next annual and special meeting of shareholders of the Corporation to be held in June 2013.Â A copy of By-Law 2 has been filed under the Corporation's profile at www.sedar.com.
For further information on Manitou Gold Inc. contact:
President and Chief Executive Officer
Manitou Gold Inc.
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Forward Looking Statements â€" Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of Manitou, including, but not limited to the receipt of applicable shareholder approvals. Readers are cautioned that the assumptions used in the preparation of such information, 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.