Microbix Biosystems Inc.
TSX : MBX

Microbix Biosystems Inc.

February 22, 2016 07:00 ET

Microbix Announces Adoption of Advance Notice By-law

TORONTO, ONTARIO--(Marketwired - Feb. 22, 2016) - Microbix Biosystems Inc. (TSX:MBX) ("Microbix" or the "Company"), an innovator of biological products and technologies, today announced the adoption by its Board of Directors of a by-law establishing a framework for advance notice of nominations of directors by shareholders of Microbix (the "Advance Notice By-law").

In particular, the Advance Notice By-Law sets 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 By-Law sets a deadline by which such shareholders must notify the Company in writing of an 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 the notice for it to be valid.

Vaughn Embro-Pantalony, Chief Executive Officer of Microbix explained, "The Board believes the Advance Notice By-Law provides a clear and transparent process for all shareholders to follow if they intend to nominate directors. In that regard, the Advance Notice By-Law provides 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." Mr. Embro-Pantalony continued, " The Board will be able to evaluate the proposed nominees' qualifications and suitability as directors and respond as appropriate in the best interests of the Company. The Advance Notice By-Law is also intended to facilitate an orderly and efficient meeting process.'

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 By-Law is effective immediately and will be placed before shareholders for ratification at the upcoming meeting of shareholders of the Company on April 6, 2016 (the "Meeting"). A copy of the Advance Notice By-Law has been filed under the Company's profile at www.sedar.com.

The Advance Notice By-Law is in effect until it is confirmed, confirmed as amended or rejected by shareholders at the Meeting and, if the Advance Notice By-Law is confirmed at the Meeting, it will continue in effect in the form in which it was so confirmed.

About Microbix Biosystems

Microbix Biosystems Inc. specializes in the research and development of biological solutions. This includes products for human health applications in the vaccine, therapeutic and diagnostic markets and a product for the worldwide animal reproduction market. In its revenue generating business, the Company manufactures and distributes a wide range of infectious disease antigens to a worldwide customer base. The Company's pipeline of innovative technologies and products includes LumiSort semen sexing technology for the livestock industries, Kinlytic, a thrombolytic drug with several approved and potential applications including the treatment of life-threatening blood clots, and VIRUSMAX, a proprietary technology for increasing virus yields in the manufacture of influenza vaccine. Established in 1988, Microbix is a publicly traded company, listed on the Toronto Stock Exchange, and headquartered in Mississauga, Ontario.

Forward-Looking Information

This news release includes "forward-looking information," as such term is defined in applicable securities laws. Forward-looking information includes, without limitation, the risks associated with its revenue business, development projects, operations in foreign jurisdictions, engineering and construction generally, production (including control over costs, quality, quantity and timeliness of delivery of products), foreign currency and exchange rates, maintaining adequate working capital and raising further capital on acceptable terms or at all, and other similar statements concerning anticipated future events, conditions or results that are not historical facts. These statements reflect management's current estimates, beliefs, intentions and expectations; they are not guarantees of future performance. The Company cautions that all forward looking information is inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond the Company's control. Accordingly, actual future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward-looking information. All statements are made as of the date of this news release and represent the Company's judgement as of the date of this new release, and the Company is under no obligation to update or alter any forward-looking information.

Please visit www.sedar.com for recent Microbix Biosystems Inc. filings.

For further information, please visit www.microbix.com.

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