Empress Royalty Amends Articles to Include Advance Notice Provisions
On June 28, 2024, Empress Royalty announced an amendment to its articles following approval at the Annual and Special Meeting of Shareholders on June 26, 2024. The amendment introduces Advance Notice Provisions requiring shareholders to provide timely notice and comply with specific procedures when nominating individuals for election to the Board of Directors. For annual meetings, notice must be given at least 30 days prior, or within 10 days of the first public announcement if the meeting is scheduled less than 50 days ahead. Special meetings require notice within 15 days of the first public announcement. The notice must include detailed information about the nominee and the shareholder making the nomination. The Board has the discretion to waive these requirements. Full details of the amendments are available on www.sedarplus.ca.
- Advance Notice Provisions could improve governance by ensuring well-vetted Board nominations.
- New rules may enhance shareholder engagement and transparency.
- The complex nomination process may deter shareholder participation.
- Potential for Board to waive requirements could be seen as undermining the new provisions.
VANCOUVER, BC / ACCESSWIRE / June 28, 2024 / Empress Royalty Corp. (TSXV:EMPR)(OTCQX:EMPYF) ("Empress" or the "Company") announces that at its Annual and Special Meeting of Shareholders held on June 26, 2024, the shareholders of the Company approved a special resolution amending the Company's articles to require that advance notice be given to the Company where nominations of persons for election to the board of directors of the Company (the "Board") are made by shareholders of the Company.
The relevant provisions (the "Advance Notice Provisions") are contained in new Article 26 of the Company's articles, and provide that timely notice to the Company must be made and the procedures set out in the articles must be followed for persons to be eligible for election to the Board, and are the exclusive means for any person to bring nominations for election to the Board before any annual or special meeting of shareholders called for any purpose which includes the election of directors. In the case of an annual meeting of shareholders, notice must be made no later than 5:00 pm (Vancouver time) on the 30th day before the date of the meeting; provided, however, that if the annual meeting of shareholders is less than 50 days before the meeting date, notice may be given no later than the close of business on the 10th day following the first public announcement made by the Company of the meeting date. In the case of a special meeting of shareholders (which is not also an annual meeting), notice may be given no later than the close of business on the 15th day following the first public announcement made by the Company of the meeting date.
In order to comply with the Advance Notice Provisions, the notice must include various details about the person(s) being nominated, including their name, age, business, residential address, principal occupation/business or employment, the number of securities of the Company owned, full particulars of the relationship between the shareholder making the nomination and the person being nominated, the written consent of each person being nominated, and other information set out in the Advance Notice Provisions. Additionally, the shareholder giving the notice must provide their name, business, residential address, the number of securities of the Company owned, their interests in any agreement, any relationships or agreements between them and the person(s) they are nominating, and other requirements set out in the Advance Notice Provisions. The Board may, in its sole discretion, waive any requirement of the Advance Notice Provisions.
The foregoing is a summary of the Advance Notice Provisions. The amended articles of the Company including the complete Advance Notice Provisions are available under the Company's profile under www.sedarplus.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.
ABOUT EMPRESS ROYALTY CORP.
Empress is a global royalty and streaming creation company providing investors with a diversified portfolio of gold and silver investments. Since listing in December 2020, Empress has built a portfolio of precious metal investments and is actively investing in mining companies with development and production stage projects who require additional non-dilutive capital. The Company has strategic partnerships with Endeavour Financial and Terra Capital which allow Empress to not only access global investment opportunities but also bring unique mining finance expertise, deal structuring and access to capital markets. Empress is looking forward to continuously creating value for its shareholders through the proven royalty and streaming models.
ON BEHALF OF EMPRESS ROYALTY CORP.
Per: Alexandra Woodyer Sherron, CEO and President
For further information, please visit our website at www.empressroyalty.com or contact Natasha Frakes, Vice President Investor Relations, by email at info@empressroyalty.com or by phone at +1.604.331.2080.
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 press release.
SOURCE: Empress Royalty Corp.
View the original press release on accesswire.com
FAQ
What are the new Advance Notice Provisions announced by Empress Royalty?
When must shareholders provide notice for Board nominations for Empress Royalty's annual meetings?
Are there specific requirements for nominating individuals to Empress Royalty's Board?
Where can I find the complete Advance Notice Provisions for Empress Royalty?
Can the Board of Empress Royalty waive any requirements of the Advance Notice Provisions?
