The business of the meeting includes a proposal to export Galway from New Brunswick, its jurisdiction of incorporation, to Ontario. New Brunswick corporate law requires companies to administer “cumulative voting rights” in respect of the election of directors.
Cumulative voting is not a widespread practice in Canada. There are only three out of nearly 4,000 companies, including Galway, which are listed on either the Toronto Stock Exchange or the TSX Venture Exchange and incorporated in the Province of New Brunswick. With very limited exceptions, none of the major corporations listed on the Toronto Stock Exchange allow cumulative voting, and proposals to allow cumulative voting have been consistently voted down by shareholders over the past decade. Cumulative voting rights are not mandatory under the Business Corporations Act (Ontario) or in any Province or Territory in Canada other than New Brunswick.
Galway originally selected New Brunswick as its jurisdiction of incorporation since at that time, Galway had no resident Canadian directors and New Brunswick does not have Canadian residency requirements for directors. Management now has two directors who are Canadian residents and believes that cumulative voting can result in the views of a large number of shareholders effectively not being reflected in voting outcomes. Accordingly, management of Galway has proposed that Galway continue out of the province of New Brunswick and into the Province of Ontario.
If the continuance into Ontario is approved, the shareholder meeting scheduled for July 21, 2015 will be temporarily adjourned to permit Galway to file necessary documentation to effect the continuance. As soon as practicable after the effective time of the continuance, the meeting will be reconvened and shareholders will be asked to approve the remaining items of business, being the election of directors, the approval of Galway’s stock option plan and shareholder rights plan as well as the ratification of Galway’s general by-law as amended, all as more particularly described in the circular being mailed to shareholders.
If the continuance is not approved by shareholders, Galway will adjourn the meeting in order to provide shareholders with the form of proxy required to reflect the cumulative voting requirement that would then remain in effect.
In order to assist shareholders with questions related to the continuance and in exercising their right to vote on the matters to be presented to the meeting, Galway has retained the services of Laurel Hill Advisory Group, a proxy solicitation firm. FOR YOUR VOTE TO BE COUNTED, YOU MUST USE THE FORM OF PROXY THAT ACCOMPANIES THE CIRCULAR BEING PROVIDED IN CONNECTION WITH THE JULY 21, 2015 MEETING, EVEN IF YOU HAD VOTED FOR THE JUNE 10th MEETING.
In addition, Galway announces that it has been advised by counsel for Jaguar Financial Corporation that Jaguar Financial Corporation is withdrawing the two nominees that it had requested in May, 2015, be included for consideration by shareholders to be elected to the Board of Directors of Galway.
One of Jaguar’s nominees, Vic Alboini, has formally notified Galway of errors in statements made about him in its Amended and Revised Management Information Circular (“MIC”) dated May 12, 2015 and Press Release of May 14, 2015, which statements Mr. Alboini claims are defamatory of him. In particular, Galway incorrectly stated that Mr. Alboini had been subject to investigation by the Ontario Securities Commission (“OSC”), when in fact he had only been subject to investigation by the Investment Industry Regulatory Organization of Canada (“IIROC”), a self-regulatory organization recognised by the OSC and subject to its supervision and oversight. The MIC and Press Release erroneously referred to a finding made by IIROC with respect to a failure to correct repeat compliance deficiencies without noting that this finding and the sanctions of IIROC were overturned by the OSC on appeal by Mr. Alboini.
The OSC held a new sanction hearing based on the findings made by IIROC without undertaking its own investigation. Based on the IIROC findings, the OSC imposed certain administrative penalties on Mr. Alboini.
Mr. Alboini also complained that part of the MIC and the Press Release did not state that Mr. Alboini and Northern Securities Inc. had appealed the OSC decisions to the Ontario Divisional Court. In a decision released on June 5, 2015, the appeal to the Divisional Court from the decisions of the OSC was dismissed. Galway is advised that Mr. Alboini and Northern Securities Inc. are seeking leave to appeal the decision of the Divisional Court to the Ontario Court of Appeal.
Galway apologizes to Mr. Alboini for its errors and for any damage to his reputation that may have resulted from the misimpression that there were two investigations and sanctions resulting from multiple proceedings. Galway Metals has issued a Notice to Shareholders with an apology to Mr. Alboini and a correction to the description of the proceedings before IIROC, the OSC and the Divisional Court.
Should you have any questions about voting or require further information, please contact:
Laurel Hill Advisory Group
Toll free: 1-877-452-7184 or 416-304-0211
Galway Metals Inc.
CAUTIONARY STATEMENT: 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 of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
This news release contains forward-looking information which is not comprised of historical facts. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward-looking information in this news release includes statements made herein with respect to, among other things, the Company’s objectives, goals or future plans, potential corporate and/or property acquisitions, exploration results, potential mineralization, exploration and mine development plans, timing of the commencement of operations, and estimates of market conditions. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, exploration results being less favourable than anticipated, capital and operating costs varying significantly from estimates, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, political risks, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects, and other risks involved in the mineral exploration and development industry, as well as those risks set out in the Company’s public disclosure documents filed on SEDAR. Although the Company believes that management’s assumptions used to develop the forward-looking information in this news release are reasonable, including that, among other things, the Company will be able to identify and execute on opportunities to acquire mineral properties, exploration results will be consistent with management’s expectations, financing will be available to the Company on favourable terms when required, and commodity prices and foreign exchange rates will remain relatively stable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information contained herein, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.