Continental Gold Ltd.

Continental Gold Ltd.

May 01, 2013 06:30 ET

Continental Gold Announces Changes to Its Board of Directors and Proposal to Adopt Advance Notice Bye-Law

TORONTO, ONTARIO--(Marketwired - May 1, 2013) - Continental Gold Limited (TSX:CNL)(OTCQX:CGOOF) ("Continental" or the "Company") is pleased to announce that León Teicher has been appointed to its Board of Directors (the "Board"), effective immediately.

Mr. Teicher was President and Chief Executive Officer, until December 31, 2011, of Cerrejón Coal Ltd., Colombia's largest private coal producer and exporter and one of the largest integrated mining companies in the world with mine-railway-port and marketing operations. Throughout his career, Mr. Teicher has held leadership roles in both the mining and high-tech industries, including as Vice-President, Marketing and Sales, and later member of the board of Carbocol S.A. (a state-owned Colombian coal company), and general manager of various regional and country operations for Unisys Corporation, a global information technology company. He also founded and was Chief Executive Officer of Xeon Technology Corp., a software development company.

Mr. Teicher taught at the Business Administration School of Universidad de los Andes in Bogotá, where he is currently a member of the University's Board of Governors. He is also a member of the board of directors of, among others, Fedesarrollo, Colombia's leading economics think-tank, Large Scale Mining Association (Bogotá, Colombia), and Cementos Argos (Medellín, Colombia).

Mr. Teicher holds an MBA from Stanford University and a Bachelor's Degree in Industrial Economics from Universidad de los Andes in Bogotá, Colombia. Among other distinctions, he has been a Fulbright Scholar (1976-1978) and has received various recognition awards from the Colombia Ministry of Defense.

"We are extremely pleased to have León Teicher join the Board of Continental. His extensive management experience, combined with his operations and industry knowledge within the Colombian mining sector, makes him an invaluable addition to our Company," commented Robert Allen, Chairman of the Board of Continental.

Additionally, Patrick Anderson has resigned as a member of the Board. The Board would like to take this opportunity to thank Mr. Anderson for his contributions to the Company and wish him every success in the future.

Advance Notice Bye-Law

On April 30, 2013, the Board approved, subject to the approval of the Company's shareholders, certain amendments to the Company's Bye-Laws (the "Bye-Law Amendments") to require advance notice to the Company in circumstances where nominations of persons for election to the Board are made by the shareholders of the Company other than pursuant to a requisition of a meeting made in accordance with the provisions of the Companies Act 1981 (Bermuda).

Among other things, the Bye-law Amendments fix a deadline by which common shareholders must submit director nominations to the Company prior to any annual general or special general 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 general meeting of shareholders, notice to the Company must be provided not less than 30 days and not more than 65 days prior to the date of the annual general meeting. In the case of a special general meeting of shareholders, 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 general meeting was made.

The Board believes that the Bye-Law amendments are consistent with shareholder rights and democracy, and benefit the shareholders for the following reasons:

  • the Bye-law Amendments do not prevent shareholders from making director nominations; and

  • the Bye-law Amendments ensure an orderly, fair and open nomination process and that shareholders are properly informed, in a timely way, in advance of a proxy contest and have the relevant information to knowledgeably vote on contested director elections.

The Bye-law Amendments will become effective if approved by the shareholders at the Company's upcoming annual general meeting scheduled for June 7, 2013. A copy of the amended Bye-laws will be filed under the Company's profile at if approved by the shareholders.

About Continental Gold

Continental Gold Limited is an advanced-stage exploration and development company with an extensive portfolio of 100%-owned gold projects in Colombia. Spearheaded by a team with over 40 years of exploration and mining experience in Colombia, the Company is focused on advancing its high-grade Buriticá gold project to production.

Details on the Buriticá project and the rest of Continental's suite of gold exploration properties are available at

Forward-Looking Statements

Certain statements in this news release may constitute "forward-looking" statements within the meaning of applicable Canadian securities laws. Forward-looking statements are subject to significant risks and uncertainties, and other factors that could cause actual results to differ materially from expected results. Readers should not place undue reliance on forward-looking statements. These forward-looking statements are made as of the date hereof and the Company assumes no responsibility to update them or revise them to reflect new events or circumstances other than as required by law.

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