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.
