DELTA, BRITISH COLUMBIA--(Marketwired - Aug. 1, 2013) -
Advance Notice Policy
WestBond Enterprises Corporation (TSX VENTURE:WBE) (the "Company") announces the approval and adoption by its Board of Directors of an advance notice policy (the "Policy"). The purpose of the Policy is to provide shareholders, directors and management of the Company with a clear framework for nominating directors of the Company. The Company is committed to: (i) facilitating an orderly and efficient annual general or, where the need arises, special meeting, process; (ii) ensuring that all shareholders receive adequate notice of the director nominations and sufficient information regarding all director nominees; and (iii) allowing shareholders to register an informed vote after having been afforded reasonable time for appropriate deliberation. The Policy is intended to further these objectives.
The Policy, among other things, includes a provision that requires advance notice to the Company in certain circumstances where nominations of persons for election to the Board of Directors are made by shareholders of the Company. The Policy fixes a deadline by which director nominations must be submitted to the Company prior to any annual or special meeting of shareholders and sets forth the information that must be included in the notice to the Company. No person will be eligible for election as a director of the Company unless nominated in accordance with the Policy.
In the case of an annual meeting of shareholders, notice to the Company must be made not less than 30 days 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 called for the purpose of electing directors (whether or not called for other purposes), 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 full text of the Policy is available under the Company's profile at www.sedar.com.
The Policy is in effect as at the date of this news release. Pursuant to the terms of the Policy, the Company will seek shareholder ratification of the Policy at the annual general and special meeting of shareholders, scheduled to be held on September 4, 2013 (the "Meeting").
The Company is pleased to announce that it proposes to undertake a non-brokered private placement of up to 18,750,000 common shares at a price of $0.08 per common share, for gross proceeds of up to $1,500,000 (the "Private Placement"). Funds from the Private Placement will be used to purchase plant and equipment to vertically integrate and expand the Company's manufacturing of paper products.
Gennaro Magistrale, the Company's President and Chief Executive Officer and a Director, intends to purchase 5,625,000 common shares under the Private Placement. Upon completion of the Private Placement it is anticipated that Mr. Magistrale's holdings of common shares will increase from 1,535,524 to 7,160,524 common shares (approximately 24% of the Company's outstanding common shares) assuming the Private Placement is fully subscribed. If the Private Placement is not fully subscribed, the percentage of common shares held by Mr. Magistrale will increase. Mr. Magistrale will therefore become a Control Person upon the completion of the Private Placement and Mr. Magistrale and his associates and affiliates are therefore not permitted to vote on the required approval.
Pursuant to the policies of the TSX Venture Exchange (the "TSXV"), the Company will seek the approval of the Private Placement at the Meeting.
Closing of the Private Placement remains subject to approval of the TSXV, approval of the Company's shareholders and approval of the Amended Rights Plan Agreement (as defined below).
Amendment to Shareholder Rights Plan
As of August 1, 2013, the board of directors confirmed and approved certain amendments to the Company's current shareholder rights plan agreement that was entered into as of July 28, 2009 with an effective date of August 26, 2009 between the Company and Computershare Trust Company of Canada (the "Existing Rights Plan Agreement", as amended and restated, the "Amended Rights Plan Agreement") in order to update the agreement to be consistent with current practices, including:
- modifications to the discretion of the board of directors to waive the application of the shareholder rights plan or redeem rights thereunder and to make certain amendments to or determinations under the plan;
- modification of the shareholder rights plan to provide that a person who becomes a beneficial owner of 20% or more of the outstanding voting shares of the Company as a result of the issuance of voting shares (or convertible securities) out of treasury will not trigger the dilutive effect of the shareholder rights plan;
- technical amendments to the definitions; and
- to update the provision requiring the Amended Rights Plan Agreement to be reconfirmed by the Independent Shareholders (as defined therein) at the annual meeting of the shareholders of the Company to be held in 2016 and every third annual meeting of the shareholders of the Company thereafter.
Other than as described above, the terms of the Amended Rights Plan Agreement are not substantially different from the terms of the Existing Rights Plan Agreement.
The Amended Rights Plan Agreement will permit the Company to proceed with the Private Placement without triggering the dilutive effect of the rights under the Company's shareholder rights plan.
The Company will seek shareholder approval of the Amended Rights Plan Agreement and the Private Placement at the Meeting. If the Amended Rights Plan Agreement is approved at the Meeting, it will become effective immediately after the close of the Meeting.
ON BEHALF OF THE BOARD
Gennaro Magistrale, Chief Executive Officer, President and Director
The foregoing information contains forward-looking statements including but not limited to statements regarding a proposed private placement and the use of proceeds from such private placement. In making the forward-looking statements in this release, the Company has applied certain factors and assumptions that are based on information currently available to the Company as well as the Company's current beliefs and assumptions made by the Company, including that the Company is able to obtain regulatory and shareholder approval of the private placement, and that the Company is able to complete the private placement. Although the Company considers these beliefs and assumptions to be reasonable based on information currently available to it, they may prove to be incorrect, and the forward-looking statements in this release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Such risk factors include, among others, that the private placement will not be completed, and that the Company will be unable to obtain or will experience delays in obtaining any required regulatory and shareholder approvals. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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Chief Executive Officer, President and Director