OAKVILLE, ON, Aug. 15, 2013 /CNW/ – Giyani Gold Corp. (TSXV: WDG, JSE: GIY, NSX: GGC) (“Giyani Gold”) announces that the Board of Directors has approved the adoption of an advance notice policy (the “Policy“), for the purpose of providing shareholders, directors and management of Giyani Gold with a clear framework for nominating directors.
The Policy includes a provision that requires advance notice to Giyani Gold in circumstances where nominations of a person or persons for election to the Board of Directors are made by shareholders of Giyani Gold other than pursuant to: (i) a requisition for a meeting made pursuant to the provisions of the Business Corporations Act (British Columbia) (the “Act“); or (ii) a shareholder proposal made pursuant to the provisions of the Act.
In the case of an annual meeting of shareholders, notice to Giyani Gold must be made not less than thirty (30) days nor more than sixty-five (65) days prior to the date of the annual meeting of shareholders; provided, however, that in the event that the annual meeting is to be held on a date that is less than fifty (50) days after the date (the “Notice 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 tenth (10th) day following such public announcement.
In the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), notice to Giyani Gold 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 was made.
The Policy is effective as of the date it was approved by the Board of Directors, and shall be effective and in full force and effect in accordance with its terms and conditions from and after such date, provided that if this Policy is not ratified and approved by an ordinary resolution of shareholders of the Giyani Gold at Giyani Gold’s next shareholder meeting following the effective date of this Policy, the Policy shall, from and after the date of such shareholder meeting, cease to be of any force and effect.
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On behalf of the Board of
Giyani Gold Corp.