Guyana Goldfields Inc. announces amendments to shareholder meeting matters

    TORONTO, April 2 /CNW/ - Guyana Goldfields Inc. ("Guyana") (TSX: GUY)
announces today proposed amendments to certain matters which are to be
considered and voted upon at its annual and special shareholder meeting
scheduled to be held on April 7, 2009 (the "Meeting").
    The management information circular of Guyana dated February 27, 2009
(the "Circular") indicated that at the Meeting, shareholders would be invited
to consider, and if deemed fit: (i) authorize the termination of the existing
stock option plan and adoption of a new stock option plan for Guyana (the
"2009 Plan"); (ii) approve a new By-Law No. 2 for Guyana ("By-Law No. 2"); and
(iii) approve and confirm the shareholder rights plan Guyana (the "Rights
Plan"). Guyana is proposing to amend the 2009 Plan, By-Law No. 2 and the
Rights Plan in the following manner from the descriptions thereof contained in
the Circular:

    (i)   Guyana proposes to amend the form of the proposed 2009 Plan
          attached Appendix "I" to Schedule "B" to the Circular in order to
          (i) incorporate a limitation which would restrict the number of
          stock options issuable under the 2009 Plan to non-executive
          directors to 1% of the total number of common shares of Guyana
          issued and outstanding from time to time (calculated without
          reference to any initial option grants to any such persons who are
          not previously insiders of the Corporation upon such persons
          becoming or agreeing to become directors of the Corporation)
          (collectively, the "Director Limitations"); and (ii) provide that
          shareholder and regulatory approval shall be required in order to
          amend the 2009 Plan where any such amendments would (a) reduce the
          price of any existing option or result in the cancellation and
          proximate re-issuance of any existing option; (b) extend the term
          of any option beyond the original expiry date thereof; (c) result
          in any amendment to the Director Limitations; or (d) result in any
          amendment to the provisions of the 2009 Plan governing
          transferability of options or amendments to the 2009 Plan;

    (ii)  Guyana proposes to amend the quorum requirement for shareholders'
          meetings set forth in Section 1.02 of By-Law No. 2 attached as
          Appendix "I" to Schedule "C" to the Circular, to provide that
          quorum for any meetings of the shareholders of Guyana shall consist
          of two persons entitled to vote thereat holding in the aggregate at
          least 25% of all issued and outstanding shares entitled to be voted
          at such meeting, whether present in person or represented by proxy;

    (iii) Guyana proposes to amend certain definitions contained in the
          Rights Plan in order to bring such Rights Plan in line with current
          corporate governance best practices by imposing greater limitations
          on the board's discretion to interpret and administer the Rights
          Plan, and ensuring fair and equal treatment of shareholders.

    Guyana is committed to best corporate governance practices and has
proposed the above amendments in accordance with such mandate. Accordingly,
management and the board of directors of Guyana are of the opinion that the
2009 Plan, By-Law No. 2 (which has been renamed as By-Law No. 3 following the
above-noted amendments) and Rights Plan, as amended as described above, are
each in the best interests of Guyana and its shareholders and accordingly,
unanimously recommend that the shareholders vote for the approval and
confirmation of such matters at the Meeting. Copies of the amended 2009 Plan,
By-Law No. 3 and Rights Plan have been filed on SEDAR at and are
available for review on Guyana's website at

    About Guyana

    Guyana is a Canadian based mineral exploration company primarily focused
on the exploration and development of gold deposits in the Guiana Shield of
South America. The Guiana Shield is in the northern part of the Amazon Craton
and covers parts of Guyana, Venezuela, Suriname, French Guyana and northern
Brazil. Guyana holds advanced exploration projects in various stages of
development and has been operating in Guyana continuously since 1996. As at
the date hereof, Guyana has approximately $13.8 million in cash and short-term
bank guaranteed investment certificates and no debt.

    %SEDAR: 00022477E

For further information:

For further information: Guyana Goldfields Inc., J. Patrick Sheridan,
Chief Executive Officer, Tel: (416) 628-5936, Fax: (416) 628-5935, E-mail:

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