🕐06.04.09 - 17:54 Uhr
Guyana Goldfields Inc. announces amendments to shareholder meeting matters
Guyana Goldfields Inc.
announces amendments to shareholder meeting matters
TORONTO, April 2 - Guyana Goldfields Inc.
("Guyana") (TSX: GUY) announces
today proposed amendments to certain matters which are to be considered and
voted upon at its annual and special shareholder meeting scheduled to be
held on April 7, 2009 (the "Meeting").
The management information circular of Guyana dated February 27, 2009 (the
"Circular") indicated that at the Meeting, shareholders would be invited to
consider, and if deemed fit: (i) authorize the termination of the existing
stock option plan and adoption of a new stock option plan for Guyana (the
"2009 Plan"); (ii) approve a new By-Law No.
2 for Guyana ("By-Law No.
2");
and (iii) approve and confirm the shareholder rights plan Guyana (the
"Rights Plan").
Guyana is proposing to amend the 2009 Plan, By-Law No.
2 and
the Rights Plan in the following manner from the descriptions thereof
contained in the Circular:
(i) Guyana proposes to amend the form of the proposed 2009 Plan attached
Appendix "I" to Schedule "B" to the Circular in order to (i) incorporate a
limitation which would restrict the number of stock options issuable under
the 2009 Plan to non-executive directors to 1% of the total number of common
shares of Guyana issued and outstanding from time to time (calculated
without reference to any initial option grants to any such persons who are
not previously insiders of the Corporation upon such persons becoming or
agreeing to become directors of the Corporation) (collectively, the
"Director Limitations"); and (ii) provide that shareholder and regulatory
approval shall be required in order to amend the 2009 Plan where any such
amendments would (a) reduce the price of any existing option or result in
the cancellation and proximate re-issuance of any existing option; (b)
extend the term of any option beyond the original expiry date thereof; (c)
result in any amendment to the Director Limitations; or (d) result in any
amendment to the provisions of the 2009 Plan governing transferability of
options or amendments to the 2009 Plan;
(ii) Guyana proposes to amend the quorum requirement for shareholders
meetings set forth in Section 1.02 of By-Law No.
2 attached as Appendix "I"
to Schedule "C" to the Circular, to provide that quorum for any meetings of
the shareholders of Guyana shall consist of two persons entitled to vote
thereat holding in the aggregate at least 25% of all issued and outstanding
shares entitled to be voted at such meeting, whether present in person or
represented by proxy; and
(iii) Guyana proposes to amend certain definitions contained in the Rights
Plan in order to bring such Rights Plan in line with current corporate
governance best practices by imposing greater limitations on the boards
discretion to interpret and administer the Rights Plan, and ensuring fair
and equal treatment of shareholders.
Guyana is committed to best corporate governance practices and has proposed
the above amendments in accordance with such mandate.
Accordingly,
management and the board of directors of Guyana are of the opinion that the
2009 Plan, By-Law No.
2 (which has been renamed as By-Law No.
3 following
the above-noted amendments) and Rights Plan, as amended as described above,
are each in the best interests of Guyana and its shareholders and
accordingly, unanimously recommend that the shareholders vote for the
approval and confirmation of such matters at the Meeting.
Copies of the
amended 2009 Plan, By-Law No.
3 and Rights Plan have been filed on SEDAR at
www.sedar.com and are available for review on Guyanas website at
www.guygold.com.
About Guyana
Guyana is a Canadian based mineral exploration company primarily focused on
the exploration and development of gold deposits in the Guiana Shield of
South America.
The Guiana Shield is in the northern part of the Amazon
Craton and covers parts of Guyana, Venezuela, Suriname, French Guyana and
northern Brazil.
Guyana holds advanced exploration projects in various
stages of development and has been operating in Guyana continuously since
1996.
As at the date hereof, Guyana has approximately $13.8 million in cash
and short-term bank guaranteed investment certificates and no debt.
For further information:
Guyana Goldfields Inc.
J.
Patrick Sheridan
Chief Executive Officer
Tel: (416) 628-5936
Fax: (416) 628-5935
E-mail:
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