TORONTO, April 9, 2013 /CNW/ - Guyana Goldfields Inc. (TSX: GUY) (the "Corporation" or "GGI") announces the adoption by its Board of Directors (the "Board") of amendments to its By-Laws.
By-Law 4 includes a provision that requires advance notice to the Corporation in circumstances where nominations of persons for election to the Board 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 Canada Business Corporations Act (the "CBCA"), or (ii) a shareholder proposal made pursuant to the provisions of the CBCA (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 4 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 April 2013. A copy of the By-Law has been filed under the Corporation's profile at www.sedar.com.
About Guyana Goldfields Inc.:
Guyana Goldfields Inc. is a Canadian based company, focused on the exploration and development of gold deposits in Guyana, South America where the Company has operated since 1996. The Company is focused on bringing the Aurora Gold Project into production with infrastructure development currently underway. Active exploration continues at Aurora and at the Company's Aranka Group of Properties with the intention of further expanding these resources. Greenfields exploration by our experienced team of geologists is ongoing in the broader Aranka group of properties. As at the date hereof, the Company has approximately C$124 million in cash and cash equivalent and no debt; there are approximately 126,125,149 shares issued and outstanding.
SOURCE: Guyana Goldfields Inc.
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Guyana Goldfields Inc.
Vice President, Corporate Communications