Corona Gold Corporation

May 09, 2013 17:00 ET

Corona Announces Annual and Special Meeting & Adoption of Advance Notice By-Law & Majority Voting Policy

TORONTO, ONTARIO--(Marketwired - May 9, 2013) - Corona Gold Corporation ("Corona")(TSX:CRG) announces that Corona will hold its Annual and Special Meeting (the "Meeting") of shareholders on June 26, 2013 at 10:00 a.m. (Toronto Time) at the offices of Cassels, Brock & Blackwell LLP in Toronto, Canada. All shareholders of record as of May 6, 2013 are entitled to vote at the Meeting in person or by proxy.

Corona further announces the approval by its board of directors (the "Board") of By-law No. 2, a by-law relating to the nomination of directors (the "Advance Notice By-law"). The purpose of the Advance Notice By-law is to provide shareholders, directors and management of Corona with a clear framework for nominating directors.

Among other things, the Advance Notice By-law includes a provision that requires advance notice to be given to Corona in circumstances where nominations of persons for election to the Board are made by shareholders of Corona other than pursuant to: (i) a requisition of a meeting made pursuant to the provisions of the Business Corporations Act (Ontario) (the "Act"); or (ii) a shareholder proposal made pursuant to the provisions of the Act. The Advance Notice By-law fixes a deadline by which director nominations must be submitted to Corona prior to any annual or special meeting of shareholders and sets forth the information that must be included in the notice to Corona in order for a nominee to be eligible for election.

In the case of an annual meeting, notice to Corona 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.

In the case of a special general meeting that is not also an annual meeting, notice to Corona 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. The Advance Notice By-Law is effective as of the date it was approved. In order for the Advance By-Law to remain in effect following conclusion of the Meeting, it must be ratified by an ordinary resolution of the shareholders at the Meeting.

Corona also announces that the Board has adopted a majority voting policy (the "Majority Voting Policy") with respect to the election of directors in uncontested elections. In the event that a nominee receives more "withheld" than "for" votes in an uncontested election, he or she will be expected to submit to the Board his or her resignation, to take effect upon acceptance by the Board. The Board, on the recommendation of the corporate governance committee, will make its decision and announce it in a news release within 90 days after the shareholder meeting at which the candidacy of the director was considered.

The full text of the Advance Notice By-law and the Majority Voting Policy are available on SEDAR at Further details regarding the Meeting will be contained in a Management Information Circular that will be mailed to shareholders of Corona and filed on SEDAR in due course.

Contact Information

  • Murray John
    President, Corona Gold Corporation
    (416) 482-8606