MONTREAL, QUEBEC -- (Marketwired) -- 05/22/13 -- KWG Resources Inc. (TSX VENTURE: KWG) will host its Annual and General Meeting of Shareholders on June 5, 2013 at 11:00 a.m. (local time) at Suite 2300, TD Waterhouse Tower, 79 Wellington Street West, Toronto, Ontario (the "Meeting").
The purposes of the Meeting are described in the Notice of Annual and Special Meeting of Shareholders mailed to shareholders May 15, 2013 and available on SEDAR at www.sedar.com. The Notice of Meeting sets out a number of matters that shareholders are being asked to vote on, including two proposed changes to KWG's Articles of Incorporation.
KWG has many shares outstanding and for some years these have traded in a range of as little as $0.04 per share to as much as $0.14 per share. It is proposed to let all shareholders wishing to do so acquire with each fifty of their present shares one new multiple-voting share, provided that these may be converted back into the fifty subordinate voting shares at any subsequent time of their choosing. It is hoped that if enough shareholders elect to convert some of their holdings into multiple-voting shares, these may be separately listed for trading so that they could qualify for broker margin loans.
"This is like rolling up your coins to exchange them for bills", said KWG President Frank Smeenk. "You can turn them into coins again whenever you like, but it provides us with a way to reach out to institutional investors without doing a share consolidation."
Shareholders are also being asked to approve a change of jurisdiction so that the law governing KWG's constitution will be the federal Canada Business Corporations Act.
In addition, the shareholders are being asked to confirm a by-law (the "Advance Notice By-Law") recently adopted by the board of directors (the "Board") that:
-- provides that advance notice to the Corporation must be given where nominations of persons for election to the board of directors are made by shareholders of the Corporation other than pursuant to: (i) a requisition to call a shareholders' meeting made pursuant to the provisions of the Corporation's governing law, or (ii) a shareholder proposal made pursuant to the provisions of the Corporation's governing law;-- fixes a deadline by which a registered shareholder may submit director nominations to the Corporation prior to any annual or special general meeting and sets out the specific information that must be included in the written notice to the Corporation for an effective nomination to occur;-- provides that in the case of an annual meeting, notice to the Corporation must be given no fewer than 30 nor more than 65 days prior to the date of the meeting; provided that if the meeting is to be held on a date that is fewer than 50 days after the date on which the first public announcement of the date of the meeting was made, notice may be given no later than the close of business on the 10th day following such public announcement;-- provides that in the case of a special general meeting that is not also an annual meeting, notice to the Corporation must be made 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; and-- provides that the Board, in its sole discretion, may waive any requirement of the Advance Notice By-Law.