MONTREAL, QUEBEC–(Marketwired – Nov. 4, 2013) –
This document corrects and replaces the press release that was sent today at 9 AM EST. Please note that the link to the Information Circular has been changed.
SIRIOS RESOURCES INC. (TSX VENTURE:SOI), in the context of the upcoming annual and special shareholders’ meeting on December 10th 2013 (the “Meeting”), announces the adoption by its Board of Directors of a Shareholder Rights Plan, By-Law 2013-1 incorporating an advance notice provision for nomination of directors and amendments to the stock option plan.
Shareholder Rights Plan
The Rights Plan is designed to encourage the fair treatment of shareholders in connection with any takeover offer for the Corporation. The Rights Plan will provide the Board of Directors and the shareholders with more time to fully consider any unsolicited takeover bid for the Corporation without undue pressure. The Rights Plan will also allow the Board of Directors to pursue, if appropriate, other alternatives to maximize shareholder value and to allow additional time for competing bids to emerge.
The Rights Plan is not being proposed in response to, or in anticipation of, any acquisition or takeover offer and is not intended to prevent a takeover of the Corporation, to secure continuance of current management or the directors in office or to deter fair offers for the Common Shares. The Rights Plan seeks to protect shareholders by requiring all potential bidders to comply with certain minimum conditions. The full text of the Rights Plan is contained in an agreement entered into on October 30, 2013 between the Corporation and the Rights Agent, which agreement is available at www.sedar.com.
The Rights Plan, which has been conditionally approved by the TSX Venture Exchange, is effective since October 30, 2013 and will continue to be effective unless it is not confirmed by the shareholders of the Corporation at the Meeting. The Rights Plan is essentially identical to the one adopted by the shareholders of the Corporation in 2006 and which remained effective until 2009. Also, the Rights Plan is similar to the rights plans adopted by various public corporations.
By-Law 2013-1, which provides for an amendment to the By-Laws of the Corporation, includes a provision that requires advance notice to the Corporation in circumstances where nominations of persons for election to the Board are made by shareholders of the Corporation other than pursuant to (i) a requisition to call a shareholders’ meeting made pursuant to the provisions of the Canada Business Corporations Act (the “CBCA”), or (ii) a shareholder proposal made pursuant to the provisions of the CBCA (the “Advance Notice Provision”).
Among other things, the Advance Notice Provision fixes a deadline by which holders of record of common shares of the Corporation must submit director nominations to the Corporation prior to any annual 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 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, provided, however, that in the event that the annual meeting is to be held on a date that is less than 40 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 meeting), notice to the Corporation 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 Provision provides a clear process for shareholders to follow to nominate directors and sets out a reasonable time frame for nominee submissions along with a requirement for accompanying information. The purpose of the Advance Notice Provision is to treat all shareholders fairly 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 Provision should assist in facilitating an orderly and efficient meeting process.
By-Law 2013-1 is effective since October 25 2013 and is subject to approval of the shareholders of the Corporation at the Meeting.
Stock Option Plan
The directors of the Corporation have also adopted, subject to approval of the shareholders of the Corporation at the Meeting, amendments to the stock option plan in order that it cease to be a fixed number plan and become a rolling plan reserving a maximum of 10% of the issued shares of the Corporation at the time of the stock option grant.
More detailed information concerning the items mentioned above as well as the other matters that will be submitted at the Meeting is available in the Information Circular prepared in connection with the Meeting, which Circular is available on the website www.sedar.com and on Sirios’ web site:
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 more information:
Dominique Doucet, CEO