Kesselrun Adopts Advance Notice Provisions
THUNDER BAY, ON, November 5, 2013 – Kesselrun Resources Ltd. (TSXV:KES) ("Kesselrun" or the “Company”) is pleased to announce that its Board of Directors has approved amendments to Kesselrun’s articles through the adoption of an advance notice provisions (the “Provisions”). The Provisions are subject to the approval of a special resolution of the Company’s shareholders.
The Provisions require advance notice to the Company in circumstances where nominations of persons for election to the Board of Directors of the Company are made by shareholders other than pursuant to a requisition of a meeting or a shareholder proposal made under the Business Corporation Act (British Columbia).
The Provisions are intended to facilitate an orderly and efficient annual and/or special meeting process, ensure all shareholders receive adequate notice of director nominations and sufficient information with respect to all nominees, and allow shareholders to register an informed vote, having been afforded reasonable time for appropriate deliberation.
The Provisions fix a deadline by which holders of record of the Company’s common shares must submit director nominations to the Company prior to any annual or special meeting of shareholders, and sets out the information that a shareholder must include in such notice to the Company.
In the case of an annual meeting of shareholders, notice to the Company must be made not less than 30 days 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 40 days after the date on which first public announcement was made of the date of the annual meeting, notice may be made no later than the close of business on the tenth 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 first public announcement was made of the date of the special meeting.
The Provisions are effective until they are confirmed, confirmed as amended or rejected by shareholders of the Corporation at the next annual and special meeting of shareholders, to be held on December 17, 2013. If the Provisions are confirmed or confirmed as amended at the meeting, the Provisions will continue in effect in the form in which they are so confirmed.
If the Provisions are rejected by shareholders at the next meeting, or the directors do not submit the Provisions to shareholders at the meeting, the Provisions will cease to be effective from the date of the meeting and no subsequent resolutions of the Board of Directors having substantially the same purpose or effect as the Provisions would be effective until confirmed or confirmed as amended by the shareholders of the Company.
The full text of the advance notice by-law is available on SEDAR at www.sedar.com.
On Behalf of the Board
Michael Thompson, P.Geo, President & CEO
About Kesselrun Resources Ltd.
Kesselrun Resources is a newly formed Thunder Bay, Ontario-based mineral exploration company focused on growth through property acquisitions and discoveries. Kesselrun's management team possesses strong geological and exploration expertise with particular experience in Northwest Ontario. For more information about Kesselrun Resources, please visit www.kesselrunresources.com.
Forward Looking Statements
This release includes certain statements that may be deemed to be "forward-looking statements". All statements in this release, other than statements of historical facts, that address events or developments that the Company expects to occur, including without limitation, the private placement, are forward looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "could" or "should" occur. Although the Company believes the expectations expressed in such forward looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward looking statements. Factors that may cause the actual results to differ materially from those in forward-looking statements include gold prices, results of exploration and development activities, regulatory changes, defects in title, availability of materials and equipment, timeliness of government approvals, continued availability of capital and financing and general economic, market or business conditions. The Company cautions the foregoing list of important factors is not exhaustive. Investors and others who base themselves on the Company's forward-looking statements should carefully consider the above factors as well as the uncertainties they represent and the risk they entail. The Company believes that the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct. Please see the public filings of the Company at www.sedar.com.
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 news release.
Kesselrun Resources Ltd.
Michael Thompson, P.Geo, President & CEO
Adam Rabiner, Corporate Communications
604.868.7881 or 1.866.416.7941