VANCOUVER, BRITISH COLUMBIA--(Marketwired - Nov. 17, 2016) - Group Ten Metals Inc. (TSX VENTURE:PGE)(FRANKFURT:5D31) (the "Company" or "Group Ten") announces that it has amended its planned consolidation of the Company's issued and outstanding share capital as announced on November 1, 2016. The Company will now be filing for and seeking approval for an intended consolidation on the basis of one post-consolidation common share for every seven pre-consolidation common shares. The proposed consolidation is expected to take effect before November 25, 2016 and will reduce the issued and outstanding shares of the Company from 33,100,800 to approximately 4,728,685 shares.
The proposed share consolidation is intended to better position the Company to raise the funds it requires to finance continuing business activities, advance its mineral projects and address its debts. The consolidation is subject to approval by the TSX-V. The Company does not intend to change its name or its current trading symbol in connection with the proposed share consolidation.
The Company also announces the results of the Annual General and Special Meeting held on October 19, 2016 where shareholders approved all items including the election of incumbent board members, Michael Rowley, Garth Kirkham and Bill Harris, and the adopting of new articles for the Company including certain Advance Notice Provisions.
The purpose of the Advance Notice Provision is to provide shareholders, directors and management of the Company with direction on the procedure for shareholder nomination of directors. The Advance Notice Provision is the framework by which the Company seeks to fix a deadline by which shareholders 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 for the notice to be in proper written form.
The Board has determined that it is in the best interests of the Company to adopt and include the Advance Notice Provision in the Company's articles as it:
- facilitates orderly and efficient annual general or, where the need arises, special, meetings;
- ensures that all shareholders receive adequate notice of director nominations and sufficient information with respect to all nominees; and
- allows shareholders to register an informed vote.
Subject only to the BCBCA and the Company's articles, only persons who are nominated in accordance with the procedures set out in the Advance Notice Provision shall be eligible for election as directors of the Company. Nominations of persons for election to the Board may be made at any annual meeting of shareholders, or at any special meeting of shareholders (if one of the purposes for which the special meeting was called was the election of directors):
- by or at the direction of the Board, including pursuant to a notice of meeting;
- by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the BCBCA, or a requisition of the shareholders made in accordance with the provisions of the BCBCA; or
- by any person (a "Nominating Shareholder"):
- who, at the close of business on the date of the giving of the notice provided for below in the Advance Notice Provision and on the record date for notice of such meeting, is entered in the securities register as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting; and
- who complies with the notice procedures set forth in the Advance Notice Provision.
In addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder, the Nominating Shareholder must have given timely notice thereof in proper written form to the Secretary of the Company at the principal executive offices of the Company.
For more information please refer to the Company's Information Circular posted on www.SEDAR.com or contact the Company directly for copies of the new Articles.
On Behalf of the Board of Directors
GROUP TEN METALS INC.
President & Director
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