(Toronto, Ontario, January 31, 2014) – Galway Metals Inc. (TSX-V: GWM) (the “Company“) is pleased to announce the approval and adoption by its board of directors (the “Board“) of amendments to its by-laws to include advance notice provisions (the “Advance Notice Provision“), the purpose of which is to require advance notice to be provided to the Company in circumstances where nominations of persons for election to the Board are made by shareholders of the Company (the “Shareholders“) other than pursuant to: (i) a requisition of a meeting of Shareholders made pursuant to the provisions of the Business Corporations Act(New Brunswick) (the “Act“); or (ii) a Shareholder proposal made pursuant to the provisions the Act.
The purpose of the Advance Notice Provision is to provide Shareholders, directors and management of the Company with a clear framework for nominating directors. Among other things, the Advance Notice Provision fixes a deadline by which Shareholders must submit nominations to the Company prior to any annual or special meeting of the Shareholders and sets forth the minimum information that a Shareholder must include in the notice to the Company for the notice to be in proper written form.
In the case of an annual meeting of Shareholders, notice to the Company must be made not less than 30 days and no more than 65 days prior to the date of the annual meeting, provided, however, in the event that the annual 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 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 Company 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 is effective immediately and will be placed before Shareholders for ratification at the next meeting of Shareholders to be held on March 17, 2014. A copy of the amended by-laws of the Company, which includes the Advance Notice Provision, has been filed under the Company’s SEDAR profile at www.sedar.com.
For further information, please contact:
Galway Metals Inc.
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