Oroco Resource Corp. ("Oroco") is pleased to report the announcement by Goldgroup Mining Inc. of the completion of its Phase 1 development of the Cerro Prieto Mine in Sonora State, Mexico and the commencement of Cerro Prieto gold production (see Goldgroup Mining news release, dated January 9, 2014, for the details of Goldgroup's initial production at Cerro Prieto).
Oroco also announces the approval by its shareholders of an amendment to its articles to include advance-notice provisions which will provide shareholders, directors and management of the Company with direction on the procedure for shareholder nomination of directors. The purpose of the advance-notice provisions is to ensure 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.
The board of Oroco 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.
In the case of an annual meeting of shareholders, notice to the Company must be given not less than 30 nor more than 65 days prior to the date of the meeting; provided, however, that in the event that the meeting is called for at a date that is less than 50 days after the 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 10th day following the notice date. In the case of a special meeting of shareholders which is not also an annual meeting, and is called for the purpose of electing directors (whether or not called for other purposes), the Company must be given notice not later than the close of business on the fifteenth (15th) day following the notice date. Notwithstanding the foregoing, the board of directors may, in its sole discretion, waive any notice 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.