|By Marketwired .||
|September 27, 2013 06:00 PM EDT||
VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 09/27/13 -- Cypress Hills Resource Corp. (the "Company") (TSX VENTURE:CHY) announced that its board of directors has adopted replacement By-law No. 1 ("New By-laws"). The New By-laws have been updated as compared to the prior By-laws and reflect changes to corporate law in Alberta, general technological advancements and standard corporate practices. Among other things, the New By-laws provide an advance notice provision which fixes deadlines for submitting director nominations to the Company prior to any annual or special meeting of shareholders where directors are to be elected, and sets forth the information that a shareholder must include in their nomination in order for it to be valid. The purpose of the advance notice provision is to treat all shareholders fairly by ensuring that all shareholders, including those participating in a meeting by proxy rather than in person, receive adequate notice of the nominations to be considered at a meeting and can thereby exercise their voting rights in an informed manner. In addition, the advance notice provision of the New By-laws should assist in facilitating an orderly and efficient meeting process. The differences between the Company's prior By-laws and the New By-laws will be outlined in the Information Circular of the Company which will be filed on SEDAR by the middle of October, 2013.
The New By-laws are effective immediately and will be placed before shareholders for confirmation at the upcoming annual and special meeting of shareholders of the Company (the "Meeting") on November 14, 2013. A copy of the New By-laws are filed under the Company's profile at www.sedar.com.
The Company is also reviewing its corporate structure and its current working capital and is in the process of assessing the financial needs of the Company. The Company has a working capital deficiency at June 30, 2013 of approximately $475,000 and ongoing financial requirements. Therefore, the Company is contemplating the settlement of certain outstanding debt, including shareholder loans of $147,000 and a flow through tax liability of $205,000, by the issuance of common shares, as well as its ability to complete a private placement. The successful negotiation of either of these actions could result in the creation of one or more new control persons. Depending on the outcome of the above business assessments, the Company may also seek shareholder approval at the Meeting for the following:
1. The consolidation of its share capital on the basis of up to three old shares for one new share of the Company; and
2. The creation of one or more control persons as a result of one or more specified persons holding more than 20% of the outstanding voting shares of the Company.
The completion of a settlement of debt transaction and/or a private placement would be subject to the receipt of all applicable approvals, including board of directors and that of the TSX Venture Exchange.
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 release.
This press release contains forward-looking statements or information ("forward-looking statements") within the meaning of applicable securities laws. The use of any of the words "will", "expects", "believe", "plans", "potential" and similar expressions are intended to identify forward-looking statements. More particularly and without limitation, this press release contains forward-looking statements concerning the New By-laws and, subject to assessment by the Company, consolidation of shares, debt settlement and/or private placement and the creation of one or more new control persons.
The forward-looking statements in this press release are based on certain key expectations and assumptions made by the Company, including the receipt of all necessary approvals, including but not limited to shareholder and regulatory approvals including the approval of the TSX Venture Exchange. There is no assurance that these expectations and assumptions will be met or satisfied and there is therefore no assurance that the consolidation and debt settlement and/or private placement will be completed, one or more new control persons be approved, or that the New By-laws will be confirmed by shareholders.
Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to the risks relating to the failure to obtain necessary shareholder or regulatory approvals required in order to proceed with the confirmation of the New By-laws and, subject to assessment by the Company, the consolidation of shares, debt settlement and/or private placement and the creation of one or more new control persons. Additional information on these and other factors that could affect the operations or financial results of the Company are included in the Company's management's discussion and analysis and other documents filed with applicable securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com). The forward-looking statements contained in this press release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
Cypress Hills Resource Corp.
Ted J. Fostey
President & CEO