Nighthawk Adopts Advance Notice By-Law
16 Diciembre 2013 - 4:21PM
Marketwired
Nighthawk Adopts Advance Notice By-Law
TORONTO, ONTARIO--(Marketwired - Dec 16, 2013) - Nighthawk Gold
Corp. ("Nighthawk" or the "Company") (TSX-VENTURE:NHK) announces
the adoption by its board of directors (the "Board") of amendments
to its By-Laws.
The Company's Board has approved amendments to the Company's
by-laws to include an advance notice provision (the "Provision")
which requires advance notice to the Company in circumstances where
nominations of persons for election to the Board are made by
shareholders of the Company other than pursuant to: (i) the
requisition of a meeting, or (ii) a shareholder proposal, both made
pursuant to the provisions of the Business Corporations
Act (Ontario) (the "Act").
Among other things, the Provision fixes a deadline by which
holders of record of common shares of the Company must submit
director nominations to the Company prior to any annual or special
meeting of shareholders and sets forth the information that a
shareholder must include in the notice to the Company.
In the case of an annual meeting of shareholders, notice to the
Company must be provided not less than 30 days nor more than 65
days prior to the date of the annual meeting; provided, however,
that in the event that the annual meeting is called for 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 provided 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.
For the Company's next annual and special meeting of shareholders
to be held in January 2014, any notice delivered to the Company
prior to the close of business on December 31, 2013 shall be deemed
to have been timely delivered.
The Company believes that adopting the Provision is considered
to be good corporate governance. The Provision provides a clear
process for shareholders to follow for director nominations and
sets out a reasonable time frame for nominee submissions and the
provision of accompanying information. The purpose of the Provision
is to treat all shareholders fairly by ensuring that all
shareholders 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 Provision should
assist in facilitating an orderly and efficient meeting
process.
The amended by-laws, which include the Provision, are effective
as of the date they were approved by the Board of Directors, being
December 16, 2013. In accordance with the Act, the amendments to
the Company's by-laws are subject to confirmation by shareholders
at its next annual and special meeting of shareholders to be held
in January 2014.
A copy of the Provision, will be available under the Company's
profile on SEDAR at www.sedar.com and on Nighthawk's website.
Nighthawk Gold
Corp.
Nighthawk is a Canadian-based exploration company focused on
acquiring and developing gold mineral properties in the Northwest
Territories, Canada. Its land position covers 222,203 acres or 900
square kilometres in the Indin Lake Gold Camp, located
approximately 220 kilometres north of Yellowknife, Northwest
Territories.
For more information about the Company, please visit
www.nighthawkgold.com.
Neither the 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 news release.
Nighthawk Gold Corp.David WileyPresident & CEO(647)
260-1247(416)
363-4567dwiley@nighthawkgold.comwww.nighthawkgold.com
Nighthawk Gold Corp. (TSXV:NHK)
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