Knol Resources Corp.
TSX VENTURE : NOL

May 30, 2013 17:44 ET

Knol Resources Corp. Adopts New By-Laws and Releases First Quarter Results

VANCOUVER, BRITISH COLUMBIA--(Marketwired - May 30, 2013) -

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Knol Resources Corp. (the "Corporation") (TSX VENTURE:NOL) announced that its board of directors has adopted replacement By-law No. 3 ("New By-laws"). The New By-laws have been modernized as compared to the prior By-laws and reflect changes to corporate law in Alberta, general technological advancements and standard corporate practices. The New By-laws are more consolidated than the prior By-laws ("By-laws") in that they do not restate many legislative requirements, including, among others, provisions dealing with corporate borrowing, proxy matters, the place and time of meetings and notice to shareholders. Substantive differences between the Corporation's prior By-laws and the New By-laws are highlighted below.

The New By-laws provide a 60 day prior advance notice provision for nominations of directors in circumstances where nominations of persons for election to the Board of Directors are made by Shareholders other than pursuant to a requisition of a meeting made pursuant to the provisions of the Business Corporations Act (Alberta) (the "ABCA") or a Shareholder proposal made pursuant to the provisions of the ABCA (the "Advance Notice Provisions").

The purpose of the Advance Notice Provisions is to foster a variety of interests of the Shareholders and the Corporation by ensuring that all Shareholders, including those participating in a meeting by proxy rather than in person, receive adequate notice of the nominations to be considered at a meeting and can thereby exercise their voting rights in an informed manner. Additionally, the Advance Notice Provisions provide a reasonable framework for Shareholders to nominate directors and should assist in facilitating an orderly and efficient meeting process.

The New By-laws support the Direct Registration System (DRS) for the Corporation's securities (the "DRS Amendment"). DRS provides for electronic direct registration of securities in an investor's name on the books for the transfer agent or issuer, and allows shares to be transferred between a transfer agent and broker electronically. DRS provides investors with an alternate approach to holding their securities in certificate or "street" form. Under DRS, investors can elect to have their securities registered directly on the issuer's records in book-entry form. An investor electing to hold a security in a DRS book-entry position will receive a statement from the issuer or its transfer agent evidencing ownership of the security. The investor can subsequently transfer electronically the DRS book-entry position to their bank or broker/dealer.

The New-Bylaws update the quorum requirements with respect to meetings of the Shareholders. The prior By-laws provided that a quorum of Shareholders is present at a meeting of Shareholders if a holder or holders of not less than 5% of the shares entitled to vote at a meeting of Shareholders are present in person or by proxy. The New-By-laws increase the quorum requirements by providing that a quorum of Shareholders is present at a meeting of Shareholders if two or more holders of not less than 5% of the shares entitled to vote at a meeting of Shareholders are present in person or by proxy.

The New By-laws are effective immediately and will be placed before shareholders for ratification at the upcoming annual and special meeting of shareholders of the Corporation (the "Meeting") on June 27, 2013. A copy of the New By-laws has been filed under the Corporation's profile at www.sedar.com.

The Corporation's unaudited condensed consolidated interim financial statements and related MD&A for the three months ended March 31, 2013 may be found at www.sedar.com and on the Corporation's website at www.knol-resources.com.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Knol Resources Corp.
    Michael Atkinson
    President & CEO
    (604) 689-1428

    Knol Resources Corp.
    John Downes
    Interim CFO
    (604) 488-5415
    www.knol-resources.com