BELMONT ANNOUNCES ADOPTION OF ADVANCE NOTICE POLICY AND AMENDMENTS TO ITS ARTICLES
Belmont Resources Inc. (TSX-V: BEA) (the "Company" or "Belmont”) today announced that its board of directors (the “Board”) have approved the adoption of an advance notice policy and adopted amendments to the Company’s Articles, which include introducing an advance notice requirement in connection with shareholders intending to nominate directors in certain circumstances (the “Article Amendments”).
In particular, the Article Amendments set forth a procedure requiring advance notice to the Company by any shareholder who intends to nominate any person for election as director of the Company other than pursuant to (i) a requisition of a meeting made pursuant to the provisions of the Business Corporations Act (British Columbia) (the “Act”), or (ii) a shareholder proposal made pursuant to the provisions of the Act. Among other things, the Article Amendments set a deadline by which such shareholders must notify the Company in writing of an intention to nominate directors prior to any meeting of shareholders at which directors are to be elected and set forth the information that the shareholder must include in the notice for it to be valid.
The Board believes that the Article Amendments provide a clear and transparent process for all shareholders to follow if they intend to nominate directors. In that regard, the Article Amendments provide a reasonable time frame for shareholders to notify the Company of their intention to nominate directors and require shareholders to disclose information concerning the proposed nominees that is mandated by applicable securities laws. The Board will be able to evaluate the proposed nominees’ qualifications and suitability as directors and respond as appropriate in the best interests of the Company. The Article Amendments are also intended to facilitate an orderly and efficient meeting process.
In the case of an annual meeting of shareholders, notice to the Company must be made not less than 30 and not 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 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 Article Amendments are effective immediately and will be placed before shareholders for ratification at the next annual and special meeting of shareholders of the Company scheduled for August 27, 2013 (the “Meeting”). A copy of the Article Amendments have been filed under the Company’s profile at www.sedar.com along with a copy of the advance notice policy.
The Article Amendments and the advance notice policy are in effect until they are confirmed, confirmed as amended or rejected by shareholders at the Meeting and, if the Article Amendments are confirmed at the Meeting, they will continue in effect in the form in which they were so confirmed.
On Behalf of the Board of
BELMONT RESOURCES INC.
Corporate Secretary and Director
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