May 27, 2016 – Oremex Silver Inc. (TSXV:OAG) (“Oremex” or the “Company”) announced today that the board of directors has adopted an advance notice by-law (the “Advance Notice By-law” or the “By-law”).
The purpose of the Advance Notice By-law is to provide shareholders with a clear framework for nominating directors. The board of directors believes adoption of the By-law is in the best interests of the Company and all shareholders to facilitate orderly and efficient meetings of the shareholders of the Company.
Among other things, the Advance Notice By-law provides that advance notice to the Company must be made in circumstances where nominations of persons for election to the Board are made by shareholders other than pursuant to: (i) a shareholder proposal made in accordance with the provisions of the Canada Business Corporations Act (the “CBCA”); or (ii) a requisition of a meeting made in accordance with the provisions of the CBCA.
The Advance Notice By-law fixes a deadline by which any person who is entered in the securities register as a holder of common shares or who beneficially owns shares that are entitled to be voted at such meeting must submit director nominations to the Company prior to any annual or special meeting of shareholders and outlines the specific information that a nominating shareholder must include in the written notice to the Company for an effective nomination to occur. No person nominated by a shareholder will be eligible for election as a director of the Company unless nominated in accordance with the provisions of the Advance Notice By-law.
In the case of an annual meeting of shareholders, notice to the Company must be made not less than 30 days and not 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, notice may be made not later than the close of business on the tenth day following such public announcement.
In the case of a special meeting of shareholders (which is not also an annual meeting) called for the purpose of electing directors, notice to the Company must be made not 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 Advance Notice By-law is effective immediately. The directors have waived the strict application of the notice provisions in the By-law for he Annual and Special Meeting of Shareholders scheduled for July 7, 2016 (the “Meeting“) to permit notices of nominations for the Meeting to made not later than the close of business on the tenth day following the date of this announcement.
The directors intend to seek shareholder approval of the Advance Notice By-law by ordinary resolution at the Meeting.
A full-text copy of the Advance Notice By-law will be available on SEDAR at www.sedar.com under the Company’s profile.
About Oremex Silver Inc.
Oremex is a Canadian company focusing on the exploration and development of silver projects along a highly productive mineralized belt in Mexico. The Company has a portfolio of silver projects including a mineral resource of 27.8 million ounces of silver (19.8 million tonnes at 45.0 g/t Ag) at its Tejamen deposit.
For further information, please contact:
Interim Chief Executive Officer
Oremex Silver Inc.
Cautionary Note Regarding Forward-Looking Statements
Forward-Looking Statements: The above contains forward-looking statements that are subject to a number of known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in our forward-looking statements. Factors that could cause such differences include: changes in world commodity markets, equity markets, costs and supply of materials relevant to the mining industry, change in government and changes to regulations affecting the mining industry. Forward-looking statements in this release include statements regarding future exploration programs, operation plans, geological interpretations, mineral tenure issues and mineral recovery processes. Although we believe the expectations reflected in our forward looking statements are reasonable, results may vary, and we cannot guarantee future results, levels of activity, performance or achievements.