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MONCTON, NB,
June 11, 2013 /CNW/ - Major Drilling
Group International Inc. ("Major
Drilling" or the "Corporation") (TSX: MDI) is
pleased to announce that its board of directors (the
"Board") has adopted amendments to the Corporation's
By-Laws, introducing an advance notice requirement in connection
with shareholders intending to nominate directors in certain
circumstances (the "By-Law Amendments").
In particular, the By-Law Amendments set forth a
procedure requiring advance notice to the Corporation by any
shareholder who intends to nominate any person for election as
director of the Corporation other than by or at the direction or
request of one or more shareholders pursuant to (i) a proposal made
in accordance with the provisions of the Canada Business
Corporations Act (the "Act") or (ii) a requisition of the
shareholders made in accordance with the provisions of the
Act. Among other things, the By-Law Amendments set a deadline
by which such shareholders must notify the Corporation in writing
of an intention to nominate directors prior to any meeting of
shareholders at which directors are to be elected and set forth the
information that the shareholder must include in the notice for it
to be valid.
In order to provide a clear and transparent
process for all shareholders to follow if they intend to nominate
directors, the By-Law Amendments provide a reasonable time frame
for shareholders to notify the Corporation of their intention to
nominate directors and require shareholders to disclose information
concerning the proposed nominees that is mandated by applicable
securities laws. The By-Law Amendments will allow the Board to
evaluate the proposed nominees' qualifications and suitability as
directors and respond as appropriate in the best interests of the
Corporation as part of an orderly and efficient meeting
process.
In the case of an annual meeting of
shareholders, notice to the Corporation must be made not less than
30 nor more than 65 days prior to the date of the annual meeting of
shareholders; provided, however, that in the event that the annual
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 of shareholders 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 (other than an
annual meeting) of shareholders called for the purpose of electing
directors, notice to the Corporation 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 of shareholders was made.
The By-Law Amendments are effective immediately
and will be placed before shareholders for ratification at the
annual and special meeting of shareholders of the Corporation to be
held in September, 2013 (the "Meeting"). A copy of the
By-Law Amendments has been filed under the Corporation's profile at
www.sedar.com.
The By-Law Amendments are currently effective
until they are confirmed, confirmed as amended or rejected by
shareholders at the Meeting and, if the By-Law Amendments are
confirmed at the Meeting, they will continue in effect in the form
in which they were so confirmed.
Forward-Looking Statements
Some of the statements contained in this press
release may be forward-looking statements, such as, but not limited
to, those relating to worldwide demand for gold and base metals and
overall commodity prices, the level of activity in the minerals and
metals industry and the demand for the Company's services, the
Canadian and international economic environments, the Company's
ability to attract and retain customers and to manage its assets
and operating costs, sources of funding for its clients,
particularly for junior mining companies, competitive pressures,
currency movements, which can affect the Company's revenue in
Canadian dollars, the geographic distribution of the Company's
operations, the impact of operational changes, changes in
jurisdictions in which the Company operates (including changes in
regulation), failure by counterparties to fulfill contractual
obligations, and other factors as may be set forth, as well as
objectives or goals, and including words to the effect that the
Company or management expects a stated condition to exist or occur.
Since forward-looking statements address future events and
conditions, by their very nature, they involve inherent risks and
uncertainties. Actual results in each case could differ materially
from those currently anticipated in such statements by reason of
factors such as, but not limited to, the factors set out in the
discussion on pages 16 to 18 of the 2012 Annual Report entitled
"General Risks and Uncertainties", and such other documents as
available on SEDAR at www.sedar.com. All such factors should be
considered carefully when making decisions with respect to the
Company. The Company does not undertake to update any
forward-looking statements, including those statements that are
incorporated by reference herein, whether written or oral, that may
be made from time to time by or on its behalf, except in accordance
with applicable securities laws.
Based in Moncton, New
Brunswick, Major Drilling Group International Inc. is one of
the world's largest metals and minerals contract drilling service
companies. To support its customers' mining operations, mineral
exploration and environmental activities, Major Drilling maintains operations on every
continent.
SOURCE MAJOR DRILLING GROUP INTERNATIONAL INC.