April 11, 2013
/PRNewswire/ - Goldgroup Mining Inc. ("Goldgroup" or the "Company") (TSX:GGA, OTC:GGAZF, BMV SIC:GGAN.MX) announces the adoption by its Board of Directors (the "Board") amendments to the Company's Articles, including introducing an advance notice requirement in connection with shareholders intending to nominate directors in certain circumstances (the "Amendments").
The purpose of the Advance Notice Provisions is to foster a variety of interests of the shareholders and the Company by ensuring that all shareholders, including those participating in a meeting by proxy rather than in person, receive adequate notice of the nominations to be considered at a meeting and can thereby exercise their voting rights in an informed manner. Additionally, the Advance Notice Provisions provide a reasonable framework for shareholders to nominate directors and should assist in facilitating an orderly and efficient meeting process.
The Board believes that the Amendments provide a clear and transparent process for all shareholders to follow if they intend to nominate directors. In that regard, the Amendments provide 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 Amendments are 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 given not less than 35 nor more than 65 days prior to the date of the Annual General or Special Meeting of shareholders, as the case may be; provided, however, that in the event that the meeting of shareholders is called for at a date that is less than 50 days after the date (the "Notice Date") on which the first public announcement of the date of the meeting was made, the Notice must be given by the Nominating Shareholder not later than the close of business on the tenth (10
) day following the Notice Date. Notwithstanding the foregoing, the Board of Directors may, in its sole discretion, waive any requirement. In no event shall any adjournment or postponement of a meeting of shareholders, or the public announcement thereof, commence a new time period for the giving of the Notice.
The Amendments will be placed before the shareholders of the Company at the upcoming Annual and Special Meeting to be held on
June 11, 2013.
The Amendments will be in effect upon receiving shareholder approval and if rejected by the shareholders, the Company's Articles will remain unchanged.
Goldgroup is a Canadian-based gold production, development, and exploration company with significant upside in a portfolio of projects in
, including its flagship 100%-owned advanced stage gold development project, Caballo Blanco, in the state of
, and a 50% interest in DynaResource de
, S.A. de C.V., which owns 100% of the high-grade gold exploration project, San José de
located in the state of
. The Company also operates its 100%-owned
gold mine in the
state of Sonora
Goldgroup remains in a flexible financial position with a strong cash balance, no debt and no gold hedging. The Company is led by a team of highly successful and seasoned individuals with extensive expertise in mine development, corporate finance, and exploration in
. Goldgroup's mission is to increase gold production, mineral resources, profitability and cash flow, building a leading gold producer in
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