Teras Announces Adoption of Advance Notice By-Law
06 Giugno 2014 - 8:15PM
Access Wire
Calgary, AB / ACCESSWIRE / June 6, 2014 / Teras Resources Inc. ("Teras" or
the "Company") (TRA.V): announced today that the Board
of Directors of Teras has approved the adoption of an advance
notice by-law (the "Advance
Notice By-law"), which requires advance notice to
Teras in circumstances where nominations of persons
for election to the Board are made by shareholders other than
pursuant to a requisition of a meeting made pursuant to the
provisions of the Business
Corporations Act (Alberta) ("ABCA") or a shareholder proposal
made pursuant to the provisions of the
ABCA.
Among other things, the
Advance Notice By-law fixes a deadline by which
shareholders must submit a notice of director nominations to the
Chief Executive Officer of Teras prior to any annual or special
meeting of shareholders where directors are to be elected and sets
forth the information that a shareholder must include in such
notice for the notice to be valid. No person will be eligible for
election as a director of Teras unless nominated in accordance with
the provisions of the Advance Notice By-law.
In the case of an annual
general meeting of shareholders, notice to the Chief Executive
Officer of Teras must be made not 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 called for at a date that is
less than 50 days after the date (the "Notice Date") on which the first
public announcement of the date of the annual meeting was made,
notice by the nominating shareholder must be given not later than
the close of business on the tenth (10th) day following the Notice
Date.
In the case of a special
meeting (which is not also an annual general meeting) of
shareholders called for the purpose of electing directors (whether
or not called for other purposes), notice to the Chief Executive
Officer of Teras must be made not later than the close of business
on the fifteenth (15th) day following the date on which the first
public announcement of the date of the special meeting of
shareholders was made.
The purpose of the
Advance Notice By-law is to foster a variety of
interests of the shareholders and Teras 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. In addition, the Advance
Notice By-law is intended to provide a reasonable
framework for shareholders to nominate directors and should assist
in facilitating an orderly and efficient meeting
process.
The Advance
Notice By-law is effective immediately. At the next
annual general and special meeting of shareholders of Teras, the
shareholders will be asked to confirm and ratify the
Advance Notice By-law. A copy of the
Advance Notice By-law has been filed under Teras's SEDAR
profile at www.sedar.com.
About Teras
Teras is focused on developing
its Cahuilla project located in Imperial County, California. The
project encompasses an area of at least 3 km by 1.5 km and Teras
believes that the Cahuilla project has the potential to develop
into a mining operation consisting of altered and mineralized
sedimentary and volcanic host rocks with numerous sheeted
high-grade quartz veins. Teras filed a NI 43-101 compliant
technical report with an indicated resource of 1.0 million ounces
of gold and 11.9 million ounces of silver on its Cahuilla project
(70 million tons at an average grade of 0.015 ounces per ton gold
and 0.17 ounces per ton silver with a cut-off of 0.008 ounces per
ton gold) and inferred class of 10 million tons grading 0.011 opt
gold and 0.10 opt silver. Gold equivalent ounces are 1.2 million
ounces in indicated class and 130,000 ounces in inferred class
using a ratio of 55 silver ounces to 1 gold ounce.
Dale A Vitone P. Eng.,
registered with the Association of Professional Engineers of
Ontario, Alberta and Northwest Territories and a director of Teras,
is the Company's nominated qualified person responsible for
monitoring the supervision and quality control of the programs
completed on the Company's properties. Mr. Vitone has reviewed and
verified the mining scientific and technical information contained
in this news release.
For
further project and corporate information, contact:
--------------------------
|Teras Resources Inc. | |
|Peter Leger, President| |
|(403) 262-8411 | |
|(403) 852-0644 | |
|Email: pleger@teras.ca| |
|Website: www.teras.ca | |
| | |
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Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy of accuracy of this news release.
This news release contains
"forward-looking information" within the meaning of applicable
Canadian securities legislation. All statements, other than
statements of historical fact, included herein are forward-looking
information. Generally, forward-looking information may be
identified by the use of forward-looking terminology such as
"plans", "goals", " expects" or "does not expect", "proposed",
"potential", "is expected", "budgets", "scheduled", "estimates",
"forecasts", "intends", "anticipates" or "does not anticipate", or
"believes", or variations of such words and phrases, or by the use
of words or phrases which state that certain actions, events or
results may, could, would, or might occur or be achieved. In
particular, this news release contains forward-looking information
regarding shareholder approval of the Advance Notice By-Law; the
potential of the Company's Cahuilla project to develop into a
mining operation; and the Company's goals for the Cahuilla project.
This forward-looking information reflects the Company's current
beliefs and is based on information currently available to the
Company and on assumptions the Company believes are reasonable.
These assumptions include, but are not limited to: the continued
market acceptance of advance notice by-laws; the actual results of
exploration projects and current exploration programs being
equivalent to or better than estimated results in technical reports
or prior exploration results; and future costs and expenses being
based on historical costs and expenses, adjusted for inflation.
Forward-looking information is subject to known and unknown risks,
uncertainties and other factors that may cause the actual results,
level of activity, performance or achievements of the Company to be
materially different from those expressed or implied by such
forward-looking information. Such risks and other factors may
include, but are not limited to: the early stage development of the
Company and its projects; general business, economic, competitive,
political and social uncertainties; commodity prices; the actual
results of current exploration and development or operational
activities; competition; changes in project parameters as plans
continue to be refined; accidents and other risks inherent in the
mining industry; lack of insurance; delay or failure to receive
board or regulatory approvals; changes in legislation, including
environmental legislation, affecting the Company; timing and
availability of external financing on acceptable terms; conclusions
of economic evaluations; and lack of qualified, skilled labour or
loss of key individuals. A description of other assumptions used to
develop such forward-looking information and a description of other
risk factors that may cause actual results to differ materially
from forward-looking information can be found in the Company's
disclosure documents on the SEDAR website at
www.sedar.com. Although the Company has
attempted to identify important factors that could cause actual
results to differ materially from those contained in
forward-looking information, there may be other factors that cause
results not to be as anticipated, estimated or intended.
Accordingly, readers should not place undue reliance on
forward-looking information. The Company does not undertake to
update any forward-looking information, except in accordance with
applicable securities laws.
SOURCE: Teras Resources Inc.
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