TORONTO, Oct. 31, 2013 /CNW/ - Northquest Ltd. ("Northquest" or the
"Corporation") (TSXV: NQ) announces the adoption by its Board of
Directors of amendments to its By-Laws.
By-Law 3 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 3 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 December 2013. A copy of By-Law 3 has been
filed under the Corporation's profile at www.sedar.com.
Northquest is a mineral exploration company focused on the acquisition,
exploration and development of properties for the mining of gold and
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 RELEASE.
SOURCE: Northquest Ltd.
For further information:
Dr. Jon North
President and Chief Executive Officer
Tel. (416) 786-6348