|By Marketwired .||
|February 28, 2014 05:05 PM EST||
TORONTO, ONTARIO -- (Marketwired) -- 02/28/14 -- Dundee Precious Metals Inc. (TSX:DPM)(TSX:DPM.WT.A) ("DPM" or the "Company") announces that its board of directors (the "Board") has approved amendments to the Company's by-laws to increase the quorum requirement for shareholder meetings and include an advance notice provision (the "Provision") which requires advance notice to the Company in circumstances where nominations of persons for election to the Board are made by shareholders of the Company other than pursuant to: (i) the requisition of a meeting, or (ii) a shareholder proposal, both made pursuant to the provisions of the Canada Business Corporations Act (the "Act").
In line with good governance practices, the Board has amended the Company's by-laws so that the quorum for each shareholder meeting shall be at least two shareholders, each of whom is entitled to vote at such meeting, holding or representing not less than 25% of the total number of shares carrying the right to vote at such meeting.
With respect to the Provision, among other things, it fixes a deadline by which holders of record of common shares of the Company must submit director nominations to the Company prior to any annual or special meeting of shareholders and sets forth the information that a shareholder must include in the notice to the Company.
In the case of an annual meeting of shareholders, notice to the Company must be provided 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 called, for 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 provided no 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 Company believes that adopting the Provision is considered to be good corporate governance. The Provision provides a clear process for shareholders to follow for director nominations and sets out a reasonable time frame for nominee submissions and the provision of accompanying information. The purpose of the Provision is to treat all shareholders fairly by ensuring that all shareholders 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 Provision should assist in facilitating an orderly and efficient meeting process.
The amended by-laws are now effective. In accordance with the Act, the amendments to the Company's by-laws are subject to confirmation by shareholders at its next annual meeting of shareholders currently scheduled for May 7, 2014.
A copy of the by-laws will be available under the Company's profile on SEDAR at www.sedar.com.
DPM is a Canadian based, international gold mining company engaged in the acquisition, exploration, development, mining and processing of precious metals. The Company's principal operating assets include the Chelopech operation, which produces a copper concentrate containing gold and silver, located east of Sofia, Bulgaria; the Kapan operation, which produces a copper concentrate and a zinc concentrate both containing gold and silver, located in southern Armenia; and the Tsumeb smelter, a concentrate processing facility located in Namibia. DPM also holds interests in a number of developing gold properties located in Bulgaria, Serbia, and northern Canada, including interests held through its 53.1% owned subsidiary, Avala Resources Ltd., its 45.5% interest in Dunav Resources Ltd. and its 12.1% interest in Sabina Gold & Silver Corp.
Dundee Precious Metals Inc.
Senior Vice President, Investor & Regulatory
Affairs and Corporate Secretary