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, 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.
For further information: Investor Relations: 604-682-6852, Email: [email protected]; www.goldenbandresources.com