CALGARY, ALBERTA–(Marketwired – May 31, 2016) –
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA
Pepcap Resources, Inc. (TSX VENTURE:WAV) (the “Corporation” or “Pepcap“) is pleased to announce that it has adopted an advance notice policy, similar to policies recently adopted by a number of other Canadian public companies, requiring advance notice to the Corporation for nominations of directors by shareholders other than through a requisitioned meeting or by way of a shareholder proposal pursuant to applicable corporate laws (the “Advance Notice Policy“).
The Advance Notice Policy is not intended to discourage director nominations, but rather to facilitate orderly and efficient meetings at which directors are to be elected and to permit shareholders to register an informed vote by allowing them to receive sufficient information with respect to all director nominees and reasonable time for appropriate deliberation. The Advance Notice Policy provides shareholders, directors and management of the Corporation with a clear framework for nominating directors in an orderly and fair manner.
The Advance Notice Policy establishes a deadline by which holders of record of common shares of the Corporation must submit director nominations to the Corporation prior to any annual general or special meeting of shareholders and sets forth the information that a shareholder must include in the notice to the Corporation for the notice to be in proper written form in order for any director nominee to be eligible for election at any annual or special meeting of shareholders.
In the case of an annual general meeting of shareholders, notice to the Corporation must not be made less than 30 nor more than 65 days prior to the date of the annual general meeting of shareholders; provided, however, that in the event that the annual general meeting of shareholders 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, 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 general meeting), notice to the Corporation must be made not later than the close of business on the 15th day on which the first public announcement of the date of the special meeting was made.
The Advance Notice Policy is effective May 31, 2016 and will be placed before shareholders for confirmation at the Corporation’s annual and special meeting of shareholders to be held June 30, 2016. A copy of the Advance Notice Policy is available under the Corporation’s profile at www.sedar.com.
Cautionary Statements
This news release contains “forward-looking information” within the meaning of applicable securities laws, including, but not limited to, statements concerning future shareholder meetings and confirmation of the Advance Notice Policy. Although the Corporation believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Corporation can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those that are currently contemplated by these statements depending on, among other things, the risks of the failure to obtain shareholder confirmation of the Advance Notice Policy, or that any associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The Corporation undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Corporation, its securities, or its financial or operating results (as applicable). The statements in this news release are made as of the date of this release.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Not for distribution to U.S. Newswire Services or for dissemination in the United States of America. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.
Clark Swanson
Telephone: (323) 899-2518