Threegold Resources Inc.
TSX VENTURE : THG

Threegold Resources Inc.

May 29, 2013 17:01 ET

Threegold Adopts By-Law 2013-1 Incorporating an Advance Notice Provision for the Election of Directors and Announces Annual General Meeting

VAL-D'OR, QUÉBEC--(Marketwired - May 29, 2013) - Threegold Resources Inc (TSX VENTURE:THG) ("Threegold" or the "Corporation") is pleased to announce the adoption by its board of directors (the "Board") of By-Law 2013-1 providing for an amendment to its By-Laws.

By-Law 2013-1 includes a provision that requires advance notice to the Corporation in circumstances where nominations of persons for election to the Board are made by shareholders of the Corporation other than pursuant to (i) a requisition to call a shareholders meeting made pursuant to the provisions of the Business Corporations Act (Québec) (the "QBCA"), or (ii) a shareholder proposal made pursuant to the provisions of the QBCA (the "Advance Notice Provision").

Among other things, the Advance Notice Provision fixes a deadline by which holders of record of common shares of the Corporation must submit director nominations to the Corporation prior to any annual or special meeting of shareholders and sets forth the information that a shareholder must include in the notice to the Corporation for the notice to be in proper written form.

In the case of an annual meeting of shareholders, notice to the Corporation must be made not less than thirty (30) nor more than sixty (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 40 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 tenth (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 Corporation must be made not later than the close of business on the fifteenth (15th) day following the day on which the first public announcement of the date of the special meeting was made.

The Advance Notice Provision provides a clear process for shareholders to follow to nominate directors and sets out a reasonable time frame for nominee submissions along with a requirement for accompanying information. The purpose of the Advance Notice Provision is to treat all shareholders fairly 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. In addition, the Advance Notice Provision should assist in facilitating an orderly and efficient meeting process.

By-Law 2013-1 will be effective only if it is confirmed by the shareholders at the next annual and special meeting of shareholders of the Corporation scheduled for June 20, 2013. A copy of By-Law 2013-1 may be consulted under the Corporation's profile at www.sedar.com.

Further, we would like to announce the Corporation's Annual General Meeting which is scheduled for the 20th of June 2013 and which will be held at the St. James Club at 9:30am. Shareholders are encouraged to attend.

Threegold will no longer proceed with the previously announced $450,000CAD financing by way of private placement as it is currently exploring and entertaining alternative debt financing structures.

About Threegold

Threegold has established itself as one of the premier exploration companies in Québec. The Corporation has a highly qualified technical team with extensive exploration experience, including previous gold discoveries in Québec, and a management team with financing and public Corporation expertise.

Threegold offers investors a portfolio of high-quality exploration projects focussing on Canadian assets primarily in Québec; and the potential to create shareholder wealth through discoveries of new, low-cost multi-million ounce gold deposits

Threegold's strategy is to mitigate shareholder risk through partnerships with the likes of Bowmore Exploration.

You can also visit our website : www.threegold.ca

CAUTIONARY NOTE REGARDING FORWARD LOOKING INFORMATION

This news release contains certain forward looking statements that involve risks and uncertainties, such as statements of Threegold's plans, objectives, strategies, expectations and intentions. The words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions, as they relate to Threegold, or its management, are intended to identify such forward looking statements. Many factors could cause Threegold's actual results, performance or achievements to be materially different any future results, performance or achievements that may be expressed or implied by such forward looking statements. The forward looking statements included in this press release represent Threegold's views as of the date of the release. While Threegold anticipates that subsequent events and developments may cause its views to change, it specifically disclaims any obligation to update these forward looking statements, except in accordance with applicable securities laws. Accordingly, readers are advised not to place undue reliance on forward looking information. All subsequent written and oral forward looking statements attributable to Threegold or persons acting on its behalf are expressly qualified in their entirety by this notice.

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.

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