Golden Arrow Resources Corporation (TSX-V: GRG, FRA: GAC (WKN: A0B6XQ), "Golden Arrow" or the "Company) today provided an update on its annual general and special meeting scheduled for September 11, 2012.
Annual General and Special Meeting of Shareholders The annual general and special meeting of the shareholders of Golden Arrow (the "Meeting") is scheduled for 10:00 a.m. (Vancouver time) on September 11, 2012. The Meeting will be held at The Fairmont Waterfront Hotel, Burrard Suite, Second Level, 900 Canada Place Way, Vancouver, BC, V6C 3L5. The Meeting is especially important to the future of Golden Arrow and for the shareholders of the Company for a number of reasons, including:
- Approval of Proposed Disposition Transaction. Shareholders will be asked at the Meeting to consider the approval of sale by Golden Arrow of its 1% net smelter returns royalty (the "Royalty") over the production from the Gualcamayo gold mine, located in San Juan, Argentina, to Premier Royalty Corporation ("Premier") in exchange for consideration of CAD$17.75 million (the "Disposition Transaction"). The Disposition Transaction will provide the Company with the means to fund its primary objective of advancing the Chinchillas project and to continue to evaluate advanced stage projects that are near resource definition or have a National Instrument 43-101 -- Standards of Disclosure for Mineral Projects ("NI 43-101") compliant resource definition.
- Approval of Enhanced Corporate Governance Provisions. As part of its ongoing commitment to good corporate governance practices, the Board of Directors of Golden Arrow have proposed an amendment to the articles of the Company to provide for advance notice of shareholder nominees for election of directors (the "Advance Notice Provisions"). The Advance Notice Provisions will provide shareholders, directors and management of the Company with direction on the nomination of directors. The Advance Notice Provisions proposed are similar in substance to the Advance Notice Policy which was adopted by the Board of Directors on August 14, 2012, which is described in detail below.
- Approval of Stock Option Plan. At the Meeting, shareholders will be asked to consider approval of an ordinary resolution confirming and ratifying the Company's stock option plan.
The Company expects to file the Notice of Meeting and Information Circular for the Meeting on SEDAR (www.sedar.com) on or about August 16, 2012. The Notice of Meeting and Circular will also be delivered to shareholders of record on August 1, 2012, in accordance with applicable securities laws. The Notice of Meeting and Circular contain important information regarding the matters to be raised at the Meeting and the Company encourages all shareholders to carefully review those materials.
Change in Board of Directors
The Company also announced today that Mr. Chad Williams has been appointed to the Board of Directors of Golden Arrow effective August 14, 2012. Mr. Williams is the former CEO, President and Director of Victoria Gold Corp. where he raised $110 million in seven financings, completed two corporate mergers, and increased market value up to 20-fold in a four year period. Mr. Williams has extensive experience in mining, finance, and management. He is also the Director of several emerging mining companies and was the Founder of Agilith Capital Inc. as well as Westwind Capital Inc. (now Stifel Nicolaus Canada Inc.). Mr. Williams is the former Head of Mining Investment Banking at Blackmont Capital Inc. and was also a top-ranked mining analyst at TD Bank and UBS. Mr. Williams is President of Red Cloud Mining Capital. He is a professional mining engineer and he holds both a BEng and an MBA from McGill University.
"We welcome Chad to the Board and look forward to the contributions he will make as a director. With his extensive Bay Street background and intimate knowledge of the mining industry, Chad brings a wealth of knowledge and expertise to Golden Arrow. Chad's appointment is part of our ongoing commitment to attract new talent to add shareholder value."
Mr. Joseph Grosso, President and Chairman
Mr. Williams replaces Mr. Daniel Nocente who resigned from the Board of Directors effective August 13, 2012.
Adoption of Advance Notice Policy
The Board of Directors today approved an advance notice policy (the "Advance Notice Policy"), which policy, among other things, includes a provision that requires advance notice to the Company in circumstances where nominations of persons for election to the Board of Directors are made by shareholders of the Company other than pursuant to: (i) a requisition of a meeting made pursuant to the provisions of the Business Corporations Act (British Columbia) (the "Act"); or (ii) a shareholder proposal made pursuant to the provisions of the Act.
The Board of Directors has adopted the Advance Notice Policy to ensure, among other things, that all of the shareholders are provided with sufficient notice of the proposed alternative nominees well in advance of the AGM and any other annual or special meeting and that all of the shareholders are given ample opportunity to vote on a fully informed basis. The Advance Notice Policy fixes a deadline by which holders of record of common shares of the Company must submit their nominees for election as directors to the Company prior to any annual or special meeting of shareholders and sets forth the information that a shareholder must include in the notice to the Company.
In the case of an annual meeting of shareholders, notice to the Company 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 Company first announces the date of the annual meeting (the "Notice Date"), notice may be made not later than the close of business on the 10th day following the later of (i) the date of this news release and (ii) the Notice Date in respect of such meeting.
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 Policy is effective as of the date hereof. With respect to the Meeting to be held on September 11, 2012, any notice delivered to the Company prior to the close of business on August 24, 2012 shall be deemed to have been timely delivered.
The Company also intends to seek approval from shareholders at the Meeting of an amendment to the articles of the Company to provide for advance notice provisions similar to those contained in the Advance Notice Policy
The full text of the Advance Notice Policy is available via SEDAR at www.sedar.com or upon request by contacting the Corporate Secretary of the Company at (604) 687-1828 or by e-mail at firstname.lastname@example.org .
Further details on the Meeting and the Advance Notice Policy will be contained in a Management Information Circular to be mailed to shareholders of the Company in connection with the Meeting.
About Golden Arrow:
Golden Arrow is a Vancouver-based explorer and prospect generator focused on identifying, acquiring and advancing precious and base metal projects in Argentina with the goal of achieving a world class discovery. The Company is well positioned for growth of shareholder value with the pending sale of its 1% NSR on Yamana Gold Inc.'s Gualcamayo Gold Mine to Premier Royalty for $17.75 million pending shareholder approval (details in GRG News Release dated May 24th, 2012), ongoing drilling at the advanced Chinchillas Silver project, an attractive portfolio of highly prospective exploration projects and a pipeline of new opportunities under review. Golden Arrow will continue to execute its strategy to leverage the Company's exploration exposure by attracting partners to fund work on its portfolio of high quality mineral projects. Golden Arrow is a member of Grosso Group, a management company specialized in resource exploration, and working in Argentina where it is highly regarded and trusted since 1993.
ON BEHALF OF THE BOARD
Mr. Joseph Grosso, President & CEO
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Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release may contain forward-looking statements including but not limited to comments regarding the matters to be addressed at the Meeting, the Disposition Transaction and the existence and potential impact of a dissident group. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements. Readers are encouraged to refer to the Company's public disclosure documents for a more detailed discussion of factors that may impact expected future results. The Company undertakes no obligation to publicly update or revise any forward-looking statements. We advise U.S. investors that the SEC's mining guidelines strictly prohibit information of this type in documents filed with the SEC. U.S. investors are cautioned that mineral deposits on adjacent properties are not indicative of mineral deposits on our properties.