PACEpartners Inc.
TSX VENTURE : PIA

June 19, 2013 18:42 ET

PACEpartners Inc. Adopts New By-Laws

CALGARY, ALBERTA--(Marketwired - June 19, 2013) -

NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

PACEpartners Inc. (TSX VENTURE:PIA) (the "Corporation") announces that the board of directors (the "Board") of the Corporation has adopted Amended and Restated By-Law No. 1 (the "New By-Laws") as the new by-laws of the Corporation. The New By-Laws are effective immediately and replace the previous by-laws of the Corporation which were adopted in July, 2011. In accordance with the Business Corporations Act (Alberta) (the "ABCA") the New By-Laws will be subject to confirmation by shareholders at the Corporation's annual and special meeting of shareholders to be held on July 18, 2013.

Among other things, the New By-Laws contain advance notice provisions, the purpose of which is to facilitate orderly and efficient meetings at which directors are to be elected and to permit shareholders to register an informed vote by allowing them to receive sufficient information with respect to all director nominees and reasonable time for appropriate deliberation. The advance notice provisions provide shareholders, directors and management of the Corporation with a clear framework for nominating directors in an orderly and fair manner.

The advance notice provisions in the New By-Laws fix a deadline by which shareholders must submit a notice of director nominations to the Corporation prior to any annual or special meeting of shareholders where directors are to be elected and sets forth the information that a shareholder must include in the notice for it to be valid. In the case of an annual meeting of shareholders, notice to the Corporation must be given not less than 30 nor more than 65 days prior to the date of the annual meeting; provided, however, that if 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 must be given not later than the close of business on the 10th day following such public announcement. In the case of a special meeting of shareholders (that is not also an annual meeting), notice to the Corporation must be given 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 New By-Laws also amend the old by-laws to:

  1. establish limits on shareholder access respecting details or conduct of the Corporation's business which, in the opinion of the Board would be inexpedient to communicate to the public, which limitations are necessary to comply with proper continuous disclosure requirements under applicable securities legislation;
  2. remove the entitlement of the chairman of the Board to a second or casting vote in the case of tied votes at director's meetings;
  3. provide that the Corporation may maintain insurance for the benefit of its directors and officers, subject to the provisions of the ABCA;
  4. clarify the process for the appointment of committees of the Board and the process for the transaction of business of such committees;
  5. permit shareholders to vote by means of electronic communication, if the Corporation chooses to make such means available; and
  6. clarify certain procedures and processes relating to the holding of shareholder meetings.

The above is only a partial summary of the provisions contained in the New By-Laws. Shareholders are urged to review the New By-Laws in their entirety. A copy of the New By-Laws will be filed under the Corporation's profile on SEDAR at www.sedar.com.

FORWARD-LOOKING INFORMATION

This news release contains "forward-looking statements" within the meaning of applicable securities laws. Although the Corporation believes that the expectations reflected in its forward-looking statements are reasonable, such statements have been based on factors and assumptions concerning future events that may prove to be inaccurate. These factors and assumptions are based upon currently available information to the Corporation. Such statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking statements. In particular, this press release contains forward-looking information relating to the approval of the New By-Laws at the Corporation's annual and special shareholder meeting to be held on July 18, 2013. Readers are cautioned to not place undue reliance on forward-looking statements. The statements in this press release are made as of the date of this release and, except as required by applicable law, the Corporation does not undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The Corporation undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Corporation or its financial or operating results or (as applicable), its securities.

The securities mentioned herein have not been and will not be registered under the United States Securities Act of 1933, as amended, or the securities laws of any state, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release does not constitute an offer to sell or the solicitation of any offer to buy these securities in any jurisdiction.

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

  • PACEpartners Inc.
    Kevin Kuykendall
    Chief Executive Officer
    (214) 886-5733