Focus Graphite Inc. Announces the Adoption of the Advance Notice By-Law and Other Corporate Development
November 1, 2013 (Source: Marketwired) — Focus Graphite Inc. (“Focus”, “the Company” or “the Corporation”) (TSX VENTURE:FMS)(OTCQX:FCSMF)(FRANKFURT:FKC) is pleased to announce that at the annual and special meeting of shareholders held on May 10, 2013, shareholders of the Corporation voted to approve an advance notice by-law (the “Advance Notice By-Law“). The Advance Notice By-Law 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 Canada Business Corporations Act (the “CBCA“), or (ii) a shareholder proposal made pursuant to the provisions of the CBCA.
Among other things, the Advance Notice By-Law 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 minimum 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 30 nor 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 Corporation 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 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 By-Law 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 By-Law should assist in facilitating an orderly and efficient meeting process.
A copy of the Advance Notice By-Law can be found at www.sedar.com.
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Focus has entered into an agreement for the acquisition of a 100% interest in a group of 32 contiguous mining claims located in the James Bay Territory area of Northern Québec and known as the Eastmain-Leran property (the “Property”).
The Property covering an area of 1,679 ha, is located 25 km north-east of the Otish Mountains, directly north of the Eastmain River in James Bay Territory (NTS map sheet 23D12). The Property is 10 km east of the Otish Mountains access road (HWY 167) which link Chibougamau and Mistissini to Stornoway Diamond Corp.’s Renard diamond project.
The Property is part of a volcano-sedimentary greenstone belt traceable over a distance of 60 km and having a width of about 6 to 10 km. The mafic, ultramafic and felsic volcanic rocks are intercalated with arkose, greywacke and quartzite. The Property hosts the Alta-Eastmain copper showing and has the potential to host volcanogenic polymetallic and precious metal mineralization.
In consideration for the purchase of the 100% interest in the Property, the Company paid the vendor a total of CDN $50,000 cash and, subject to TSX Venture Exchange approval, will issue the vendor 689,655 common shares in the capital of the Company and granted a 2% net smelter return royalty on the Property (the “Royalty”). The Company shall have the right, at any time and at its sole discretion, to purchase the Royalty (2%) by paying $500,000. The common shares to be issued by the Company in connection with this acquisition will be subject to a four month hold period from their date of issuance. The transaction remains subject to regulatory approval.
The technical information presented in this press release has been reviewed and approved by Benoit Lafrance, Ph.D., Géo (Québec), Focus Vice-President of Exploration and a Qualified Person under National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”).
About Focus Graphite
Focus Graphite Inc. is an emerging mid-tier junior mining development company, a technology solutions supplier and a business innovator. Focus is the owner of the Lac Knife graphite deposit located in the Côte-Nord region of northeastern Québec. The Lac Knife project hosts a NI 43-101 compliant Indicated Mineral Resource Estimate* of 4.9 million tons grading 15.8% graphitic carbon (Cgr) as crystalline graphite with an additional Inferred Mineral Resource Estimate* of 3.0 million tons grading 15.6% Cgr of crystalline graphite. Focus’ goal is to assume an industry leadership position by becoming a low-cost producer of technology-grade graphite. On October 29th, 2012 the Company released the results of a Preliminary Economic Assessment (“PEA”) of the Lac Knife Project which indicated that the project has a very positive potential to become a graphite producer. As a technology-oriented enterprise with a view to building long-term, sustainable shareholder value, Focus also invests in the development of graphene applications and patents through Grafoid Inc.
* Mineral resources are not mineral reserves and do not have demonstrated economic viability.
The statements used in this press release may contain forward-looking statements, and are based on the opinions and estimates of management, or on opinions and estimates provided to, and accepted by, management. These opinions and estimates are used by management, and speak only as of the date of this press release. Forward-looking statements in this press release include, but are not limited to, the closing of the Qualifying Transaction and the anticipated benefits from the Qualifying Transaction. Forward-looking statements involve significant known and unknown risks, uncertainties and assumptions, including with respect to the closing of the Qualifying Transaction, the timing and receipt of all applicable regulatory approvals and third party consents, the anticipated benefits from the Qualifying Transaction and the satisfaction of other conditions to the completion of the Qualifying Transaction. Forward-looking statements are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ, possibly significantly. Although Mincom believes that its expectations reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual events or results will be consistent with these forward-looking statements. Except as required by applicable law, Mincom does not undertake, and specifically disclaims, any obligation to update or revise any forward-looking information, whether as a result of new information, future developments or otherwise. Readers are therefore cautioned not to place undue reliance on any forward-looking statements.
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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