|October 31, 2014|
Roughrider Exploration Limited Adopts Advance Notice Provisions
|Roughrider Exploration Limited ("Roughrider") announced that at its annual and special general meeting held October 31, 2014, shareholders voted to adopt amendments to Roughrider's Articles of Incorporation to include advance notice provisions (the "Advance Notice Provisions"). |
The Advance Notice Provisions include, among other things, a provision that requires advance notice be given to Roughrider in circumstances where nominations of persons for election to the Board are made by shareholders of Roughrider.
The Advance Notice Provisions set a deadline by which shareholders must submit nominations (a "Notice") for the election of directors to Roughrider prior to any annual or special meeting of shareholders. The Advance Notice Provisions also set forth the information that a shareholder must include in the Notice to Roughrider, and establish the form in which the shareholder must submit the Notice for that notice to be in proper written form.
In the case of an annual meeting of shareholders, a Notice must be provided to Roughrider not less than 30 days and not more than 65 days prior to the date of the annual meeting. However, 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, a Notice must be provided to Roughrider 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), a Notice to Roughrider 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.
A copy of Roughrider's Amended Articles of Incorporation containing the Advance Notice Provisions is available under Roughrider's profile on SEDAR at www.sedar.com.
For Further Information, please contact:
Scott Gibson, Chief Executive Officer, 604 697-0028
This news release includes forward-looking statements that are subject to risks and uncertainties. All statements within, other than statements of historical fact, are to be considered forward looking. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, continued availability of capital and financing, and general economic, market or business conditions. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forward-looking statements. This news release does not constitute an offer to sell or a solicitation of an offer to sell any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
United States Advisory
The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), have been offered and sold outside the United States to eligible investors pursuant to Regulation S promulgated under the U.S. Securities Act, and may not be offered, sold, or resold in the United States or to, or for the account of or benefit of, a U.S. Person (as such term is defined in Regulation S under the United States Securities Act) unless the securities are registered under the U.S. Securities Act, or an exemption from the registration requirements of the U.S. Securities Act is available. Hedging transactions involving the securities must not be conducted unless in accordance with the U.S. Securities Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in the state in the United States in which such offer, solicitation or sale would be unlawful.
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