TORONTO,
April 17, 2014 /CNW/ - AuRico Gold
Inc. (TSX: AUQ) (NYSE: AUQ), ("AuRico" or the "Company") today
announced that its board of directors (the "Board") has
adopted a by-law which introduces an advance notice requirement in
connection with shareholders intending to nominate directors in
certain circumstances (the "Advance Notice
By-Law").
In particular, the Advance Notice By-Law sets
forth a procedure requiring advance notice to the Company by any
shareholder who intends to nominate any person for election as
director of the Company other than pursuant to
(i) a requisition of a meeting made pursuant to the
provisions of the Business Corporations Act (Ontario), or (ii) a shareholder proposal made
pursuant to the provisions of the OBCA. Among other things, the
Advance Notice By-Law sets a deadline by which such shareholders
must notify the Company in writing of an intention to nominate
directors prior to any meeting of shareholders at which directors
are to be elected and set forth the information that the
shareholder must include in the notice for it to be valid.
The Board believes that the Advance Notice
By-Law provides a clear and transparent process for all
shareholders to follow if they intend to nominate directors.
In that regard, the Advance Notice By-Law provides a reasonable
time frame for shareholders to notify the Company of their
intention to nominate directors and require shareholders to
disclose information concerning the proposed nominees that is
mandated by applicable securities laws. The Board will be
able to evaluate the proposed nominees' qualifications and
suitability as directors and respond as appropriate in the best
interests of the Company. The Advance Notice By-Law is also
intended to facilitate an orderly and efficient meeting
process.
In the case of an annual meeting of
shareholders, notice to the Company must be made not less than 30
and not 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 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 By-Law is effective
immediately and will be placed before shareholders for ratification
at the upcoming annual and special meeting of shareholders of the
Company to be held at TMX Broadcast Centre, 130 King Street West,
Toronto, Ontario on Friday, May 9, 2014, at 10:00 a.m. (Toronto time). For more information on the
Company's meeting, please refer to the Management Proxy Circular
dated April 9, 2014. A copy of
the Advance Notice By-Law has been filed under the Company's
profile at www.sedar.com.
The Advance Notice By-Law is in effect until it
is confirmed, confirmed as amended or rejected by shareholders at
the meeting and, if the Advance Notice By-Law is confirmed at the
meeting, it will continue in effect in the form in which it was so
confirmed.
About AuRico
Gold
AuRico Gold is a
leading Canadian gold producer with mines and projects in
North America that have solid
production growth and exploration potential. The Company is
focused on its core operations including the Young-Davidson gold mine in northern Ontario and the El Chanate mine in Sonora
State, Mexico. AuRico's
project pipeline also includes development opportunities in
Canada and Mexico. AuRico's head office is located
in Toronto, Ontario, Canada.
Cautionary Statement
This press release contains forward-looking
statements and forward-looking information as defined under
Canadian and U.S. securities laws. All statements, other than
statements of historical fact, are forward-looking statements. The
words "expect", "believe", "anticipate", "will", "intend",
"estimate", "forecast", "budget" and similar expressions identify
forward-looking statements. Forward-looking statements include
information as to strategy, plans or future financial or operating
performance, such as the Company's expansion plans, project
timelines, production plans, projected cash flows or capital
expenditures, cost estimates, projected exploration results,
reserve and resource estimates and other statements that express
management's expectations or estimates of future performance.
Forward-looking statements are necessarily based
upon a number of factors and assumptions that, while considered
reasonable by management, are inherently subject to significant
uncertainties and contingencies. Known and unknown factors could
cause actual results to differ materially from those projected in
the forward-looking statements, including: uncertainty of
production and cost estimates; fluctuations in the price of gold
and foreign exchange rates; the uncertainty of replacing depleted
reserves; the risk that the Young-Davidson shaft will not perform as planned;
the risk that mining operations do not meet expectations; the risk
that projects will not be developed accordingly to budgets or
timelines, changes in laws in Canada, Mexico and other jurisdictions in which the
Company may carry on business; risks of obtaining necessary
licenses, permits or approvals for operations or projects such as
Kemess; disputes over title to properties; the speculative nature
of mineral exploration and development; risks related to aboriginal
title claims; compliance risks with respect to current and future
environmental regulations; disruptions affecting operations;
opportunities that may be pursued by the Company; employee
relations; availability and costs of mining inputs and labor; the
ability to secure capital to execute business plans; volatility of
the Company's share price; continuation of the dividend and
dividend reinvestment plan; the effect of future financings;
litigation; risk of loss due to sabotage and civil disturbances;
the values of assets and liabilities based on projected future cash
flows; risks arising from derivative instruments or the absence of
hedging; adequacy of internal control over financial reporting;
changes in credit rating; and the impact of inflation. Actual
results and developments are likely to differ, and may differ
materially, from those expressed or implied by the forward-looking
statements contained herein. Such statements are based on a number
of assumptions which may prove to be incorrect, including
assumptions about: business and economic conditions; commodity
prices and the price of key inputs such as labour, fuel and
electricity; credit market conditions and conditions in financial
markets generally; revenue and cash flow estimates, production
levels, development schedules and the associated costs; ability to
procure equipment and supplies and on a timely basis; the timing of
the receipt of permits and other approvals for projects and
operations; the ability to attract and retain skilled employees and
contractors for the operations; the accuracy of reserve and
resource estimates; the impact of changes in currency exchange
rates on costs and results; interest rates; taxation; and ongoing
relations with employees and business partners. The Company
disclaims any intention or obligation to update or revise any
forward-looking statements whether as a result of new information,
future events or otherwise, except as required by applicable
law.
SOURCE AuRico Gold Inc.