BioExx Specialty Proteins Ltd.
TSX : BXI

BioExx Specialty Proteins Ltd.

May 06, 2013 07:00 ET

BioExx Announces Adoption of Advanced Notice By-Law

TORONTO, ONTARIO--(Marketwired - May 6, 2013) - BioExx Specialty Proteins Ltd. ("BioExx" or the "Company") (TSX:BXI), today announced that its board of directors (the "Board") has approved the amending and restating of the Company's by-laws to introduce an advance notice requirement in connection with shareholders intending to nominate directors in certain circumstances (the "Advance Notice Procedures").

The Advance Notice Procedures set forth a procedure requiring advance notice to the Company by any shareholder who intends to nominate any person for election as director of the Company other than pursuant to (i) a requisition of a meeting made pursuant to the provisions of the Business Corporations Act (Ontario) (the "OBCA"), or (ii) a shareholder proposal made pursuant to the provisions of the OBCA. Among other things, the Advance Notice Procedures set a deadline by which such shareholders must notify the Company in writing of any intention to nominate directors prior to any meeting of shareholders at which directors are to be elected and set forth the information that the shareholder must include in their notice for it to be considered valid.

The Advance Notice Procedures provide a clear and transparent process for all shareholders to follow if they intend to nominate directors. In that regard, the Advance Notice Procedures provide a reasonable time frame for shareholders to notify the Company of their intention to nominate directors and require shareholders to disclose information concerning the proposed nominees that is mandated by applicable securities laws.

In the case of an annual meeting of shareholders, notice to the Company must be made not less than 30 and not 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 Company 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 Advance Notice Procedures is effective immediately and will be placed before shareholders for ratification at the upcoming annual meeting of shareholders of the Company (the "Meeting") to be held on June 25, 2013.

The Advance Notice Procedures are in effect until confirmed, confirmed as amended or rejected by shareholders at the Meeting and, if confirmed at the Meeting, the Advance Notice Procedures will continue in effect in the form in which they were so confirmed.

About BioExx Specialty Proteins Ltd.

Headquartered in Toronto, Canada, BioExx is focused on the separation of oil and high-value proteins from oilseeds for global food, beverage, nutrition, and other markets. BioExx employs trade secret, patented and patent-pending technologies to enable the improved separation of proteins from oilseeds. BioExx believes that these processes cumulatively have the potential to make a valuable contribution to global food and protein supply while maintaining an environmentally sustainable footprint.

To find out more about BioExx Specialty Proteins Ltd. (TSX:BXI), please visit www.bioexx.com.

The statements made in this press release include forward-looking statements that involve a number of risks and uncertainties. These statements relate to future events or future performance and reflect management's current expectations and assumptions. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, such as the economy, generally, competition in its target markets, the demand for BioExx's products, the availability of funding, the efficacy of its technology, and the anticipated costs of BioExx's plant construction and operation. These forward-looking statements are made as of the date hereof and BioExx does not assume any obligation to update or revise them to reflect new events or circumstances. Actual events or results could differ materially from BioExx's expectations and projections.

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