|By Marketwired .||
|March 10, 2014 05:40 PM EDT||
TORONTO, ONTARIO -- (Marketwired) -- 03/10/14 -- Inspiration Mining Corporation (TSX:ISM)(FRANKFURT:OI8) (the "Corporation") announces that on March 4, 2014, its board of directors (the "Board") approved and adopted an amendment to its by-laws ("By-Laws") to include advance notice provisions (the "Policy"), the purpose of which is to require advance notice to the Corporation in circumstances where nominations of persons for election to the Board are made by shareholders of the Corporation (the "Shareholders") other than pursuant to: (i) a requisition of a meeting of Shareholders made pursuant to the provisions of the Business Corporations Act (Ontario) (the "Act"); or (ii) a Shareholder proposal made pursuant to the provisions of the Act.
The Policy fixes a deadline by which Shareholders must submit director nominations to the secretary of the Corporation prior to any annual or special meeting of Shareholders and sets forth the specific information that a Shareholder must include in the written notice to the secretary of the Corporation for an effective nomination to occur. No person will be eligible for election as a director of the Corporation unless nominated in accordance with the provisions of the Policy.
The Board believes that the amendments provide a clear and transparent process for all Shareholders to follow if they intend to nominate directors. In that regard, the amendments provide a reasonable time frame for Shareholders to notify the Corporation 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 Corporation. The amendments are also intended to facilitate an orderly and efficient meeting process.
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 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 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 Policy is effective immediately and will be placed before Shareholders for ratification at the upcoming annual general and special meeting of Shareholders (the "Meeting") to be held on April 4, 2014. If the Policy is not confirmed at the Meeting by resolution of Shareholders, the Policy will terminate and be of no further force and effect following the termination of the Meeting.
The Corporation will also like to announce that the date for its upcoming annual and special shareholders' meeting has been changed to April 4, 2014 from March 28, 2014.
The TSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
This news release contains "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "anticipated", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Inspiration is subject to significant risks and uncertainties which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward looking statements contained in this release. Inspiration cannot assure investors that actual results will be consistent with these forward looking statements and Inspiration assumes no obligation to update or revise the forward looking statements contained in this release to reflect actual events or new circumstances.
Inspiration Mining Corporation
Chief Executive Officer
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