Toronto, Ontario - GrowMax Resources Corp. (the “Company” or “GrowMax Resources”) (TSX-V: GRO) announced today that its Board of Directors (the "Board") has adopted By-Law No. 2 (the "Advance Notice By-Law") to provide shareholders, directors and management of the Company with guidance on the nomination of directors.
The Advance Notice By-Law is similar to the advance notice by-laws adopted by many other Canadian companies and is intended to:
- ensure that all shareholders receive adequate notice of director nominations and sufficient time and information with respect to all nominees to make appropriate deliberations and register an informed vote; and
- facilitate an orderly and efficient process for annual or special meetings of shareholders of the Company. This Advance Notice By-Law is the framework by which a deadline is fixed for shareholders to submit director nominations prior to any annual or special meeting of shareholders and sets forth the information that a shareholder must include in the notice for it to be in proper written form.
It is the belief of the Board that this Advance Notice By-Law is beneficial to the Company and its shareholders.
Highlights of the Advance Notice By-Law
Pursuant to the Advance Notice By-Law, shareholders seeking to nominate candidates for election as directors other than pursuant to a proposal or requisition of shareholders made in accordance with the provisions of the Alberta Business Corporations Act, must provide timely written notice in proper form to the Corporate Secretary of the Company. To be timely, a shareholder's notice must be received (i) not less than 30 days prior to the date of such annual Shareholders’ Meeting; provided, however, that if such annual Shareholders’ Meeting is to be held on a date that is less than 50 days after the date on which the first Public Announcement (the “Notice Date”) of the date of such annual Shareholders’ Meeting was made, notice by the shareholder may be made not later than the close of business on the 10th day following the Notice Date; or (ii) in the case of a special Shareholders’ Meeting (which is not also an annual Shareholders’ Meeting) called for the purpose of electing Directors (whether or not called for other purposes), not later than the close of business on the 15th day following the day on which the first Public Announcement of the date of such special Shareholders’ Meeting was made.
The Advance Notice By-Law also prescribes the proper written form for a shareholder's notice. The Board may, in its sole discretion, waive any requirement under these provisions.
The Advance Notice By-law is effective immediately and will be placed before shareholders for approval, confirmation and ratification at the next Annual and Special Meeting of Shareholders of the Company scheduled to be held on September 25, 2018 (the "Meeting") in Calgary, Alberta. The full text of the Advance Notice By-law is available under the Company's profile at www.sedar.com.
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About GrowMax Resources Corp.
GrowMax Resources Corp. is a publicly listed Canadian company focused on exploration and development of phosphate and potassium-rich brine resources on its Bayovar Property, which is located in the Sechura Desert in northwestern Peru. GrowMax Resources is also concentrating its efforts on leveraging its existing balance sheet to consolidate junior fertilizer assets in Latin America, targeting projects with favourable margins and generating cash flow. The Company’s vision is to become a prominent player in the Latin American fertilizer industry.
GrowMax Resources owns approximately 95% of GrowMax Agri Corp., a private company that owns 100% of the Bayovar Property, which currently covers approximately 227,000 gross acres. The Indian Farmers Fertiliser Co-operative Limited (IFFCO) and its affiliates own approximately 5% of GrowMax Agri Corp.
Forward Looking Information
Certain statements contained in this Press Release may constitute “forward-looking information” as such term is used in applicable Canadian and US securities laws. Any information or statements contained herein that express or involve discussions with respect to predictions, expectations, plans, projections, objectives, assumptions or future events should be viewed as forward-looking information. Such information relate to analyses and other information that are based upon forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Such forward-looking information involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different than those results, performance or achievements expressed or implied by such forward-looking information.
There is no assurance that such forward-looking information will prove to be accurate as actual results and future events could vary or differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward looking statements contained in this Press Release. This cautionary statement expressly qualifies the forward-looking statements contained herein.
Forward‐looking information is based on management’s beliefs, expectations, estimates and opinions on the date statements are made and the Company undertakes no obligation to update forward-looking information and whether the beliefs, expectations, estimates and opinions upon which such forward-looking information is based has changed, except as required by applicable law.
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