PR Newswire
SASKATOON, April 25, 2013
SASKATOON, April 25, 2013 /PRNewswire/ - Great Western Minerals Group Ltd. ("GWMG" or the "Company") (TSX.V: GWG / OTCQX: GWMGF) today announced that its Board of Directors (the "Board") has adopted amendments to the Company's By-Laws, (the "Amendments") to include advance notice provisions (the "Advance Notice Provisions") requiring 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 Canada Business Corporations Act.
Among other things, the Advance Notice Provisions (i) fix a deadline by which shareholders must notify the Company of nominations of persons for election to the Board; and (ii) by such deadline, require the nominating person to provide the Company with the same information about the proposed nominee as would be required to be included in a dissident proxy circular under applicable securities laws.
The purpose of the Advance Notice Provisions are to foster a variety of interests of the shareholders and the Company 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.
The Advance Notice Provisions provide a clear and transparent process for all shareholders to follow if they intend to nominate directors. The Board will be able to evaluate the proposed nominees' qualifications and suitability as directors and respond as appropriate in the best interests of the Company. The Advance Notice Provisions are also intended to facilitate an orderly and efficient meeting process.
In the case of an annual or special meeting, notice to the Company must be made not less than 35 and not more than 65 days prior to the date of the applicable meeting; provided, however, that in the event that the 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 meeting was made, notice may be made not later than the close of business on the 10th day following such public announcement.
The Amendments are effective immediately and will be presented before shareholders for confirmation, confirmation as amended or rejection by shareholders at the annual general and special meeting of shareholders of the Company to be held on June 6, 2013 (the "AGM"). If the Amendments are confirmed at the AGM, they will continue in effect in the form in which they were so confirmed.
A copy of the By-Law, as amended, has been filed under the Company's profile on SEDAR at www.sedar.com.
About GWMG
Great Western Minerals Group Ltd. is engaged in becoming an integrated
rare earth producer. Its specialty alloys are used in the battery,
magnet and aerospace industries. Produced at the Company's wholly owned
subsidiaries Less Common Metals Limited in Ellesmere, U.K. and Great
Western Technologies Inc. in Troy, Michigan, these alloys contain
transition metals including nickel, cobalt, iron and rare earth
elements. As part of the Company's vertical integration strategy, GWMG
also holds 100% equity ownership in Rare Earth Extraction Co. Limited,
which controls the Steenkampskraal monazite mine. In addition to an
exploration program at Steenkampskraal, GWMG also holds interests in
four active rare earth exploration and development properties in North
America.
The company routinely posts news and other information on its website at www.gwmg.ca.
Neither the 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.
Cautionary Statement
Certain information set out in this News Release constitutes
forward-looking information. Forward-looking statements (often, but
not always, identified by the use of words such as "expect", "may",
"could", "anticipate" or "will" and similar expressions) may describe
expectations, opinions or guidance that are not statements of fact and
which may be based upon information provided by third parties.
Forward-looking statements are based upon the opinions, expectations
and estimates of management of GWMG as at the date the statements are
made and are subject to a variety of known and unknown risks and
uncertainties and other factors that could cause actual events or
outcomes to differ materially from those anticipated or implied by such
forward-looking statements. Those factors include, but are not limited
to the assumptions and estimates in the preliminary economic assessment
of the Steenkampskraal project proving to be accurate over time; the
construction, commissioning and operation of the proposed monazite
processing facility and separation facility within estimated
parameters; mine refurbishment activities; reliance on third parties to
meet projected timelines and commencement of production at
Steenkampskraal; risks related to the receipt of all required approvals
including those relating to the commencement of production at the
Steenkampskraal mine, delays in obtaining permits, licenses and
operating authorities in Canada, South Africa and China, environmental
matters, water and land use risks; risks associated with the industry
in general, commodity prices and exchange rate changes, operational
risks associated with exploration, development and production
operations, delays or changes in plans, including those estimated in
the preliminary economic assessment of the Steenkampskraal project;
risks associated with the uncertainty of resource estimates; health and
safety risks; uncertainty of estimates and projections of production,
costs and expenses; risks that future Steenkampskraal and region
exploration results may not meet exploration or corporate objectives;
the adequacy of the Company's financial resources and the availability
of additional cash from operations or from financing on reasonable
terms or at all; political risks inherent in South Africa and China;
risks associated with the relationship between GWMG and/or its
subsidiaries and communities and governments in Canada and South
Africa, radioactivity and related issues, dependence on one mineral
project; loss of, and the inability to attract, key personnel; the
factors discussed in the Company's public disclosure record; and other
factors that could cause actions, events or results not to be as
anticipated. In light of the risks and uncertainties associated with
forward-looking statements, readers are cautioned not to place undue
reliance upon forward-looking information. Although GWMG believes that
the expectations reflected in the forward-looking statements set out in
this press release or incorporated herein by reference are reasonable,
it can give no assurance that such expectations will prove to have been
correct. Except as required by law, GWMG does not assume any obligation
to update forward looking statements as set out in this news release.
The forward-looking statements of GWMG contained in this News Release,
or incorporated herein by reference, are expressly qualified, in their
entirety, by this cautionary statement and the risk factors contained
in GWMG's Annual Information Form available at www.sedar.com.
SOURCE Great Western Minerals Group Ltd.