TORONTO, July 4, 2013 /CNW/ - Wesdome Gold Mines Ltd. ("Wesdome" or the "Company") (TSX: WDO) announces the adoption by its board of directors (the "Board") of: (i) a majority voting policy for the election of directors (the "Majority Voting Policy"); and (ii) amendments to its by-laws (the "Amendments") to include an advance notice requirement (the "Advance Notice Provisions") in connection with shareholders intending to nominate directors in certain circumstances.
Majority Voting Policy
Under the Majority Voting Policy, any nominee for director of the Company who receives a greater number of votes "withheld" from his or her election than votes "for" such election shall, within five days following the filing by the Company of a report disclosing the voting results, tender his or her resignation for consideration by the nominating and corporate governance committee of the Board (the "Committee"). The Committee shall consider the resignation and recommend to the Board the action to be taken with respect to such resignation, which may include acceptance of the resignation, rejection of the resignation, or rejection of the resignation coupled with a commitment to seek to address and cure the underlying reasons reasonably believed by the Committee to have substantially resulted in the "withheld" votes. The Committee shall be expected to accept the resignation except in situations where extenuating circumstances would warrant the applicable director continuing to serve on the Board. The Board then has 90 days following the date of the shareholders' meeting at which the election occurred to decide whether to accept the resignation. Promptly after the Board's decision, the Company will disseminate the information in a press release. If the decision is not to accept the director's resignation, the press release will disclose the process by which the decision was made and, if applicable, the Board's reasons for that decision. [The Majority Voting Policy is accessible on Wesdome's website at www.wesdome.com.]
Advance Notice Provisions
The Advance Notice Provisions require that advance notice be provided to the Company in circumstances where nominations of persons for election to the Board are made by shareholders other than pursuant to: (i) a requisition to call a shareholders meeting; or (ii) a shareholder proposal, in each case as made in accordance with the provisions of the Business Corporations Act (Ontario) (the "Act"). Among other things, the Advance Notice Provisions fix a deadline by which shareholders must notify the Company of nominations of persons for election to the Board and provide that the same information about the proposed nominee as one would be required to include in a dissident proxy circular under applicable securities laws must be provided to the Company by the deadline.
In the case of an annual meeting of shareholders, notice to the Company must be made not less than 30 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 40 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 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 Provisions provide a clear process for shareholders to follow to nominate directors and set out a reasonable timeframe for nominee submissions along with a requirement for accompanying information. The purpose of the Advance Notice Provisions 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 Provisions should assist in facilitating an orderly and efficient meeting process.
In accordance with the provisions of the Act, the Amendments will be subject to confirmation by shareholders at the next annual meeting of shareholders of the Company. A copy of the by-law, as amended, has been filed under the Company's profile on SEDAR at www.sedar.com.
Wesdome is in its 26th year of continuous mining operations in Canada. It currently has two producing gold mines in Wawa, Ontario and owns the Kiena Complex in Val d'Or, Québec. The Company has approximately 101.8 million common shares issued and outstanding which trade on the Toronto Stock Exchange under the symbol "WDO".
This news release contains "forward-looking information" which may include, but is not limited to, statements with respect to the future financial or operating performance of the Company and its projects. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements contained herein are made as of the date of this press release and the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update forward-looking statements if circumstances, management's estimates or opinions should change, except as required by securities legislation. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.
SOURCE: Wesdome Gold Mines Ltd.
For further information:
Donovan Pollitt, P.Eng., CFA
8 King St. East, Suite 1305
Toronto, Ontario M5C-1B5
Toll Free: 1-866-4-WDO-TSX
Phone: 416-360-3743, Fax: 416-360-7620
Email: [email protected], Website: www.wesdome.com