Toronto, Ontario - TheNewswire October 22, 2021 Canstar Resources Inc. (TSXV:ROX ) & ( OTC:CSRNF) (" Canstar" or the "Company ") announces that its board of directors approved the adoption of an advance notice by-law (the " Advance Notice By-law "), establishing a framework for advance notice of nominations of directors by shareholders of the Company (" Shareholders "). Among other things, the Advance Notice By-law fixes certain deadlines by which Shareholders must submit a notice of director nominations to the Company prior to any annual or special meeting of shareholders where directors are to be elected and sets forth the information that must be included in the notice.
The Advance Notice By-law provides a clear process for Shareholders to follow for director nominations and sets out a reasonable time frame for the submissions of nominees and the accompanying information. The Advance Notice By-law will help to ensure that all Shareholders receive adequate notice of the nominations to be considered at a Shareholder meeting at which directors are to be elected and can thereby exercise their voting rights in an informed manner. The Advance Notice By-law is similar to the advance notice by-laws adopted by many other Canadian public companies.
More specifically, the Advance Notice By-law requires advance notice to the Company in circumstances where nominations of persons for election as a director of the Company are made by Shareholders other than pursuant to a request for a meeting or through a Shareholder proposal, in each case in accordance with the Business Corporations Act (Ontario) (the " OBCA ")
In the case of an annual meeting of Shareholders, notice to the Company must be given not less than 30 or more than 65 days prior to the date of the annual meeting. 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 given 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 given 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 approval, confirmation and ratification at the next annual and special meeting of Shareholders of the Company to be held on November 29, 2021 (the " Meeting "). Pursuant to the provisions of the OBCA, the Advance Notice By-law will cease to be effective unless approved, ratified and confirmed by a resolution adopted by a majority of the votes cast by Shareholders at the Meeting.
About Canstar Resources Inc.
Canstar is focused on the discovery and development of economic mineral deposits in Newfoundland and Labrador, Canada. Canstar has an option to acquire a 100% interest in the Golden Baie Project, a large claim package (62,175 hectares) with recently discovered, multiple outcropping gold occurrences on a major structural trend in south Newfoundland. The Company also holds the Buchans-Mary March project and other mineral exploration properties in Newfoundland. Canstar Resources is based in Toronto, Canada, and is listed on the TSX Venture Exchange under the symbol ROX and trades on the OTCPK under the symbol CSRNF.
For further information, please contact:
Rob Bruggeman P.Eng., CFA
President & CEO
Neither 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.
This News Release includes certain "forward-looking statements" which are not comprised of historical facts. Forward looking statements include estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward looking statements may be identified by such terms as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", or "plan". Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management's expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward looking information in this news release includes, but is not limited to, the obtaining of Shareholder approval at the Meeting in respect of the Advance Notice By-law, the expected timing of the Meeting, the Company's expectation that the Advance Notice By-law will provide the Company's shareholders, directors and management with a transparent, fair and structured framework under which Shareholders may submit director nominations, the Company's objectives, goals or future plans, statements, exploration results, potential mineralization, the estimation of mineral resources, exploration and mine development plans, timing of the commencement of operations and estimates of market conditions. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to failure to identify mineral resources, failure to convert estimated mineral resources to reserves, the inability to complete a feasibility study which recommends a production decision, the preliminary nature of metallurgical test results, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, political risks, inability to fulfill the duty to accommodate First Nations and other indigenous peoples, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects, capital and operating costs varying significantly from estimates and the other risks involved in the mineral exploration and development industry, an inability to predict and counteract the effects of COVID-19 on the business of the Company, including but not limited to the effects of COVID-19 on the price of commodities, capital market conditions, restriction on labour and international travel and supply chains, and those risks set out in the Company's public documents filed on SEDAR. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.
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