Major Drilling announces adoption of advance notice By-Law
11 Jun, 2013, 17:00 ET
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MONCTON, NB, June 11, 2013 /CNW/ - Major Drilling Group International Inc. ("Major Drilling" or the "Corporation") (TSX: MDI) is pleased to announce that its board of directors (the "Board") has adopted amendments to the Corporation's By-Laws, introducing an advance notice requirement in connection with shareholders intending to nominate directors in certain circumstances (the "By-Law Amendments").
In particular, the By-Law Amendments set forth a procedure requiring advance notice to the Corporation by any shareholder who intends to nominate any person for election as director of the Corporation other than by or at the direction or request of one or more shareholders pursuant to (i) a proposal made in accordance with the provisions of the Canada Business Corporations Act (the "Act") or (ii) a requisition of the shareholders made in accordance with the provisions of the Act. Among other things, the By-Law Amendments set a deadline by which such shareholders must notify the Corporation in writing of an intention to nominate directors prior to any meeting of shareholders at which directors are to be elected and set forth the information that the shareholder must include in the notice for it to be valid.
In order to provide a clear and transparent process for all shareholders to follow if they intend to nominate directors, the By-Law Amendments provide a reasonable time frame for shareholders to notify the Corporation of their intention to nominate directors and require shareholders to disclose information concerning the proposed nominees that is mandated by applicable securities laws. The By-Law Amendments will allow the Board to evaluate the proposed nominees' qualifications and suitability as directors and respond as appropriate in the best interests of the Corporation as part of an orderly and efficient meeting process.
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 of shareholders; provided, however, that in the event that the annual meeting of shareholders 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 of shareholders was made, notice may be made not later than the close of business on the tenth (10th) day following such public announcement.
In the case of a special meeting (other than an annual meeting) of shareholders called for the purpose of electing directors, notice to the Corporation must be made not later than the close of business on the fifteenth (15th) day following the day on which the first public announcement of the date of the special meeting of shareholders was made.
The By-Law Amendments are effective immediately and will be placed before shareholders for ratification at the annual and special meeting of shareholders of the Corporation to be held in September, 2013 (the "Meeting"). A copy of the By-Law Amendments has been filed under the Corporation's profile at www.sedar.com.
The By-Law Amendments are currently effective until they are confirmed, confirmed as amended or rejected by shareholders at the Meeting and, if the By-Law Amendments are confirmed at the Meeting, they will continue in effect in the form in which they were so confirmed.
Some of the statements contained in this press release may be forward-looking statements, such as, but not limited to, those relating to worldwide demand for gold and base metals and overall commodity prices, the level of activity in the minerals and metals industry and the demand for the Company's services, the Canadian and international economic environments, the Company's ability to attract and retain customers and to manage its assets and operating costs, sources of funding for its clients, particularly for junior mining companies, competitive pressures, currency movements, which can affect the Company's revenue in Canadian dollars, the geographic distribution of the Company's operations, the impact of operational changes, changes in jurisdictions in which the Company operates (including changes in regulation), failure by counterparties to fulfill contractual obligations, and other factors as may be set forth, as well as objectives or goals, and including words to the effect that the Company or management expects a stated condition to exist or occur. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements by reason of factors such as, but not limited to, the factors set out in the discussion on pages 16 to 18 of the 2012 Annual Report entitled "General Risks and Uncertainties", and such other documents as available on SEDAR at www.sedar.com. All such factors should be considered carefully when making decisions with respect to the Company. The Company does not undertake to update any forward-looking statements, including those statements that are incorporated by reference herein, whether written or oral, that may be made from time to time by or on its behalf, except in accordance with applicable securities laws.
Based in Moncton, New Brunswick, Major Drilling Group International Inc. is one of the world's largest metals and minerals contract drilling service companies. To support its customers' mining operations, mineral exploration and environmental activities, Major Drilling maintains operations on every continent.
SOURCE: MAJOR DRILLING GROUP INTERNATIONAL INC.
For further information:
James Gibson, VP of Legal Affairs
Tel: (506) 857-8636
Fax: (506) 857-9211
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