SASKATOON, Sept. 11, 2014 Golden Band Resources Inc.
("Golden Band" or the "Company") (TSXV: GBN) announces the adoption
by the Company of an Advance Notice Bylaw (the "Advance Notice
Bylaw" or "Bylaw") providing for advance notice requirements for
the nominations of directors.
The Bylaw provides that advance notice to the Company must be
made in circumstances where nominations of persons for election to
the Board are made by shareholders other than pursuant to: (a) a
"proposal" made in accordance with The Business Corporations
Act (Saskatchewan); or (b) a
requisition of a meeting made pursuant to The Business
Corporations Act (Saskatchewan).
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 Board may, in its sole discretion, waive any requirement of
the Advance Notice By-law.
The Advance Notice Bylaw is effective as of the date it was
approved by the Board and will be submitted for shareholder
approval by ordinary resolution at the Company's upcoming Annual
and Special Meeting on October 30,
2014 (the "Meeting"). If the Bylaw is not ratified by
the shareholders at the Meeting, 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 via SEDAR at
www.sedar.com.
The Company also announces that it will seek shareholder
approval to consolidate the Company's common shares on the basis of
one (1) post-consolidation common share for every thirty (30)
pre-consolidation common shares. Shareholders will be asked
to approve the share consolidation by 67% majority vote at the
Company's annual general and special meeting of shareholders set
for Thursday October 30, 2014.
Even if the shareholders pass the resolution, the board may, in
their sole discretion determine not to proceed with the share
consolidation (or proceed with a lesser consolidation ratio).
Management believes the share consolidation will provide the
Company with greater flexibility in its ability to finance the
Company and advance its projects. The Company currently has
no plans to change its name in connection with the proposed share
consolidation. The share consolidation will be subject to
applicable regulatory approval including the TSX Venture
Exchange.
The Company currently has an aggregate of 284,743,745 common
shares issued and outstanding. It is anticipated that upon
completion of the share consolidation, there will be approximately
9,491,458 common shares issued and outstanding, depending upon the
rounding of fractions which occur when each shareholders holdings
are consolidated and subject to any existing share purchase
warrants and stock options being exercised prior to the effective
date of the consolidation.
The Company currently has outstanding warrants exercisable to
purchase an aggregate of 500,000 common shares at an exercise price
of $0.33 per share. Upon completion
of the share consolidation, there would be warrants outstanding to
purchase an aggregate of 16,666 common shares at an exercise price
of $9.90 per share, based on the
current number of outstanding warrants.
The Company currently has outstanding stock options exercisable
to purchase an aggregate of 7,650,000 common shares at exercise
prices ranging from $0.07 to $0.60.
Upon completion of the share consolidation, there would be stock
options outstanding to purchase an aggregate of 255,000 common
shares at exercise prices ranging from $2.10
to $18.00, based on the current number of outstanding stock
options.
Shareholders are encouraged to read the information circular
that will be mailed to them as it contains important information
regarding the proposed share consolidation. The circular will
also be available on SEDAR (www.sedar.com) and on the Company's
website (www.goldenbandresources.com).
About Golden Band
Golden Band Resources Inc. is a gold producer operating in
the La Ronge gold belt in northern
Saskatchewan and is listed on the
TSX Venture Exchange in Canada
under the symbol GBN. Commercial production was declared on
April 1, 2011. The Company has
recently suspended mining operations (see news release of
June 30, 2014) but has been actively
exploring the La Ronge Gold Belt since 1994 and has assembled a
land package of 870 km2, including 13 known gold
deposits and five former producing mines, being Jolu, Decade,
Star Lake, EP and Komis.
On behalf of the Board of Directors of Golden Band Resources
Inc.,
"Paul Saxton"
Paul Saxton, CEO
Caution Regarding Forward-Looking Information and
Statements
This news release includes certain forward-looking statements or
information. All statements other than statements of historical
fact included in this release, including, without limitation,
statements regarding the future plans, objectives or expectations
of Golden Band Resources Inc. (Company) are forward-looking
statements that involve various risks and uncertainties. There can
be no assurance that such statements will prove to be accurate and
actual results and future events could differ materially from those
anticipated in such statements. Important factors that could cause
actual results to differ materially from the Company's plans or
expectations include risks relating to the failure to obtain
necessary regulatory or shareholder approvals, regulatory changes,
timeliness of government or regulatory approvals and other risks
detailed herein and from time to time in the filings made by the
Company. The Company makes all reasonable efforts to update its
corporate information on a timely basis.
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.
SOURCE Golden Band Resources Inc.