|June 26, 2015|
Galway Gold Proposes Export from New Brunswick and Amended By-Law
|Toronto, Ontario -- June 26, 2015 - Galway Gold Inc. (TSX V: GLW) ("Galway Gold", "Galway" or the "Company") announces a special meeting of shareholders to be held on August 11, 2015 with a record date of June 29, 2015 for Galway shareholders to receive notice of this meeting. Materials related to this meeting will be mailed shortly to such shareholders and will be available on www.sedar.com, and on www.galwaygoldinc.com.|
The business of the meeting includes a proposal to export Galway from New Brunswick, its jurisdiction of incorporation, to Ontario. New Brunswick corporate law requires companies to administer "cumulative voting rights" in respect of the election of directors.
Cumulative voting is not a widespread practice in Canada. There are only three out of nearly 4,000 companies, including Galway, which are listed on either the Toronto Stock Exchange or the TSX Venture Exchange and incorporated in the Province of New Brunswick. With very limited exceptions, none of the major corporations listed on the Toronto Stock Exchange allow cumulative voting, and proposals to allow cumulative voting have been consistently voted down by shareholders over the past decade. Cumulative voting rights are not mandatory under the Business Corporations Act (Ontario) or in any Province or Territory in Canada other than New Brunswick. Galway believes that cumulative voting can result in the views of a large number of shareholders effectively not being reflected in voting outcomes.
Given that the Corporation's two Canadian directors both reside in the Province of Ontario, and since the Corporation's head office is located in Toronto, Ontario as well, management is seeking the approval of Shareholders to the Continuance into the Province of Ontario in order to eliminate the requirement for cumulative voting and to streamline the administrative affairs of the Corporation and reduce costs.
The board of directors of the Corporation have also approved certain amendments to its Second Amended and Restated By-Law Number 1 ("Amended By-Law") to enhance the qualification criteria of directors by including enumerated provisions that, if not satisfied, would disqualify individuals from acting as directors of the Corporation. Such provisions include, but are not limited to, a history of self-regulatory organization offences and criminal court actions. Galway believes a failure to meet such standards is tantamount to engaging in conduct unbecoming or detrimental to the public interest and it would therefore be damaging to the interests of the Corporation and the interests of shareholders of the Corporation to appoint or elect such individuals to the Board.
The Amended By-Law is effective immediately, subject to regulatory approval. In addition, shareholders of Galway will be asked to ratify and confirm the Amended By-Law at the special meeting of shareholders of Galway to be held on August11th.
For further information contact:
Galway Resources Ltd.
CAUTIONARY STATEMENT: 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 of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
This news release contains forward-looking information which is not comprised of historical facts. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward-looking information in this news release includes statements made herein with respect to, among other things, potential acquisitions of mineral properties. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, unavailability of acquisition prospects on attractive terms or at all, fluctuations in commodity prices, and volatility in the financial markets. Although the Company believes that management's assumptions used to develop the forward-looking information in this news release are reasonable, including that, among other things, the Company will be able to identify and execute on opportunities to acquire mineral properties, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information contained herein, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.
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