Golden Dawn Adoption of Advance Notice Policyadmin
Vancouver, November 20, 2013 – Golden Dawn Minerals Inc., (TSX-V: GOM; FRANKFURT: 3G8N) (the "Company" or "Golden Dawn") announces that it will hold an annual general and special meeting of its shareholders (the "AGM") on December 16, 2013.
Amongst other matters to be addressed at the AGM, the Company will be asking its shareholders to approve a consolidation of the Company’s common shares such that one new common share would be issued for every five common shares outstanding on the effective date of the consolidation, or such lower number of common shares as may be determined by the Board of Directors of the Company and as may be required to obtain approval of the consolidation from the TSX Venture Exchange. The Company currently has 66,214,298 shares issued and following a 5:1 consolidation there would be approximately 13,242,859 common shares outstanding, post-consolidation. The principal reasons for proposing the share consolidation are to improve the capital structure of the Company and to broaden investor appeal in the Company. The consolidation is subject to the approval, by special resolution, of the shareholders of the Company and the approval of the TSX Venture Exchange.
The Company also announces the approval by its board of directors of an Advance Notice Policy (the "Policy"), which Policy, among other things, includes a provision that requires advance notice to the Company in circumstances where nominations of persons for election to the board of directors are made by shareholders of the Company other than pursuant to (i) a "proposal" made in accordance with Division 7 of the Business Corporations Act (British Columbia)(the "Act"); or (ii) a requisition of the shareholders made in accordance with section 167 of the Act.
Among other things, the Policy fixes a deadline by which holders of record of common shares of the Company must submit director nominations to the Secretary of the Company prior to any annual or special meeting of shareholders and sets forth the specific information that a shareholder must include in the written notice to the Secretary of the Company for an effective nomination to occur. No person will be eligible for election as a director of the Company unless nominated in accordance with the provisions of the Policy.
In the case of an annual meeting of shareholders, notice to the Company 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 by the Company, notice may be made no 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 Policy is effective and in full force and effect as of the date it was approved. In accordance with the terms of the Policy, the Policy will be put to shareholders of the Company for approval at the AGM, and if the Policy is not confirmed at the meeting by ordinary resolution of shareholders, the Policy will terminate and be of no further force and effect following the termination of the AGM.
The date of the AGM is less than 50 days from the date hereof, therefore, any director nominations for the AGM must be received by the Company in compliance with the Policy no later than the close of business on Monday, December 2, 2013.
The full text of the Policy will be available via SEDAR at www.sedar.com or upon request by contacting the Company at (604) 221-8936 or by email: firstname.lastname@example.org.
On behalf of the Board of Directors:
GOLDEN DAWN MINERALS INC.
President/ Chief Executive Officer
For further information, please contact:
THIS PRESS RELEASE WAS PREPARED BY MANAGEMENT WHO TAKES FULL RESPONSIBILITY FOR ITS CONTENTS. 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. THIS DOCUMENT CONTAINS CERTAIN FORWARD LOOKING STATEMENTS WHICH INVOLVE KNOWN AND UNKNOWN RISKS, DELAYS, AND UNCERTAINTIES NOT UNDER THE COMPANY’S CONTROL WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM THE RESULTS, PERFORMANCE, OR ACHIEVEMENTS IMPLIED BY THESE FORWARD LOOKING STATEMENTS. WE SEEK SAFE HARBOR.
Posted: November 20th, 2013 under ACCESSWIRE.