Argonaut Gold Amends Annual Meeting Business in Response to ISS Comments
26 April 2013 - 2:13PM
Marketwired
Argonaut Gold Inc. ("Argonaut Gold" or the "Company") (TSX:AR),
announced today that the Company has determined to amend its notice
by-law amendment and its share incentive plan (the "Plan").
Following review by Institutional Shareholder Services Inc.
("ISS"), the Company has amended the By-law No. 2013-1 to remove
the board discretion at Section 3.04A(ii)(b) and include the
following additional provision to ensure board discretion to deal
with matters which may arise:
(vii) Notwithstanding the foregoing, the board of directors may,
in its sole discretion, waive any requirement in this Section
3.04A.
Also, in response to comments from ISS, Argonaut Gold has
determined to amend the Plan to reduce the maximum number of common
shares issuable under the Plan to a number equal to 6% of the
issued and outstanding common shares of Argonaut from time to time,
with the number of shares issuable as Awards (other than options)
under the Plan to not exceed 1.2%.
Argonaut Gold notes that, to date, it has outstanding incentives
under the Plan equal to only 2.6% of the common shares of Argonaut
Gold. Argonaut Gold ranks at the top of its peer group in terms of
pay for performance. The board and management are committed to
maintaining this status.
Argonaut Gold appreciates the strong support of its
shareholders, and reminds shareholders that it hopes for record
participation in its meeting on May 7, 2013 at 11:00 am at the
offices of Bennett Jones LLP at 3400, One First Canadian Place,
Toronto, Ontario. As detailed in the circular sent to shareholders,
proxies in connection with the meeting are due no later than 11:00
am (Eastern Daylight Time) on May 3, 2013. The amendments described
above will be introduced at the meeting. Pursuant to the proxy
forms, management nominees will vote in favour of the business
described above, as amended.
For more information and assistance in voting your proxy,
Argonaut shareholders are urged to contact Kingsdale Shareholder
Services Inc. at 1-866-229-8166 or by email at
contactus@kingsdaleshareholder.com.
About Argonaut Gold
Argonaut Gold is a Canadian gold company engaged in exploration,
mine development and production activities. Its primary assets are
the production stage El Castillo Mine in Durango, Mexico and, the
La Colorada Mine in Sonora, Mexico, the advanced exploration stage
San Antonio project in Baja California Sur, Mexico, the recently
acquired advanced exploration stage Magino project in Ontario,
Canada and several exploration stage projects, all of which are
located in North America.
Creating Value Beyond Gold
Cautionary Note Regarding Forward-looking Statements
This press release contains certain "forward-looking statements"
and "forward-looking information" under applicable Canadian
securities laws concerning the proposed transaction and the
business, operations and financial performance and condition of
Argonaut Gold Inc. ("Argonaut"). Forward-looking statements and
forward-looking information include, but are not limited to,
statements with respect to estimated production and mine life of
the various mineral projects of Argonaut; synergies and financial
impact of completed acquisitions; the benefits of the development
potential of the properties of Argonaut; the future price of gold,
copper, and silver; the estimation of mineral reserves and
resources; the realization of mineral reserve estimates; the timing
and amount of estimated future production; costs of production;
success of exploration activities; and currency exchange rate
fluctuations. Except for statements of historical fact relating to
Argonaut, certain information contained herein constitutes
forward-looking statements. Forward-looking statements are
frequently characterized by words such as "plan," "expect,"
"project," "intend," "believe," "anticipate", "estimate" and other
similar words, or statements that certain events or conditions
"may" or "will" occur. Forward-looking statements are based on the
opinions and estimates of management at the date the statements are
made, and are based on a number of assumptions and subject to a
variety of risks and uncertainties and other factors that could
cause actual events or results to differ materially from those
projected in the forward-looking statements. Many of these
assumptions are based on factors and events that are not within the
control of Argonaut and there is no assurance they will prove to be
correct.
Factors that could cause actual results to vary materially from
results anticipated by such forward-looking statements include
changes in market conditions, variations in ore grade or recovery
rates, risks relating to international operations, fluctuating
metal prices and currency exchange rates, changes in project
parameters, the possibility of project cost overruns or
unanticipated costs and expenses, labour disputes and other risks
of the mining industry, failure of plant, equipment or processes to
operate as anticipated. Although Argonaut has attempted to identify
important factors that could cause actual actions, events or
results to differ materially from those described in
forward-looking statements, there may be other factors that cause
actions, events or results not to be anticipated, estimated or
intended. There can be no assurance that forward-looking statements
will prove to be accurate, as actual results and future events
could differ materially from those anticipated in such statements.
Argonaut undertakes no obligation to update forward-looking
statements if circumstances or management's estimates or opinions
should change except as required by applicable securities laws. The
reader is cautioned not to place undue reliance on forward-looking
statements. Statements concerning mineral reserve and resource
estimates may also be deemed to constitute forward-looking
statements to the extent they involve estimates of the
mineralization that will be encountered if the property is
developed. Comparative market information is as of a date prior to
the date of this document.
Contacts: Argonaut Gold Inc. Jeff Pritchard Investor Relations
(775) 284-4422Jeffrey.Pritchard@argonautgold.com
www.argonautgold.com
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