Nighthawk Adopts Advance Notice By-Law
Toronto, Ontario, December 16, 2013 – Nighthawk Gold Corp. (“Nighthawk” or the “Company”) (TSX Venture Exchange: NHK) announces the adoption by its board of directors (the “Board”) of amendments to its By-Laws.
The Company’s Board has approved amendments to the Company’s by-laws to include an advance notice provision (the “Provision“) which requires advance notice to the Company in circumstances where nominations of persons for election to the Board are made by shareholders of the Company other than pursuant to: (i) the requisition of a meeting, or (ii) a shareholder proposal, both made pursuant to the provisions of the Business Corporations Act (Ontario) (the “Act”).
Among other things, the Provision fixes a deadline by which holders of record of common shares of the Company must submit director nominations to the Company prior to any annual or special meeting of shareholders and sets forth the information that a shareholder must include in the notice to the Company.
In the case of an annual meeting of shareholders, notice to the Company must be provided not less than 30 days nor more than 65 days prior to the date of the annual meeting; provided, however, that in the event that the annual meeting is called for 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, 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 provided 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. For the Company’s next annual and special meeting of shareholders to be held in January 2014, any notice delivered to the Company prior to the close of business on December 31, 2013 shall be deemed to have been timely delivered.
The Company believes that adopting the Provision is considered to be good corporate governance. The Provision provides a clear process for shareholders to follow for director nominations and sets out a reasonable time frame for nominee submissions and the provision of accompanying information. The purpose of the Provision is to treat all shareholders fairly by ensuring that all shareholders 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 Provision should assist in facilitating an orderly and efficient meeting process.
The amended by-laws, which include the Provision, are effective as of the date they were approved by the Board of Directors, being December 16, 2013. In accordance with the Act, the amendments to the Company’s by-laws are subject to confirmation by shareholders at its next annual and special meeting of shareholders to be held in January 2014.
A copy of the Provision, will be available under the Company’s profile on SEDAR at www.sedar.comand on Nighthawk’s website.
Nighthawk Gold Corp.
Nighthawk is a Canadian-based exploration company focused on acquiring and developing gold mineral properties in the Northwest Territories, Canada. Its land position covers 222,203 acres or 900 square kilometres in the Indin Lake Gold Camp, located approximately 220 kilometres north of Yellowknife, Northwest Territories.
For more information about the Company, please visit www.nighthawkgold.com.
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 news release.
For more information, please contact:
David Wiley, President & CEO
Nighthawk Gold Corp.
(416) 363-4567 (FAX)
Email: [email protected]