Highly prospective exploration company

Resource projects cover more than 1,713 km2 in three provinces at various stages, including the following: hematite magnetite iron formations, titaniferous magnetite & hematite, nickel/copper/PGM, chromite, Volcanogenic Massive and gold.

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Message: Re: New Director(s)??.....Sh...
6
Aug 29, 2018 05:09PM
5
Sep 04, 2018 01:01PM

you may be right about the TSX-V limitations of shareholders with regards to their ability to nominate directors...I've skimmed through a few documents (listed below) and it seems that we are much more constrained as compared to some countries where individual minority shareholders can nominate director(s), including Australia where an individual shareholder need only hold 1 (one ) share to have that right {https://www.ccgg.ca/site/ccgg/assets/pdf/proxy_access_finalv.35.docx_edited_on_june_18,_2015.pdf  (page 7/24)}.

It seems that a  shareholder must hold 5% of the company's outstanding voting shares in order to nominate a director .

"35. Can shareholders call a meeting or propose a specific resolution for a meeting? If so, what level of shareholding is required to do this?

In most Canadian jurisdictions, to be eligible to call a shareholders' meeting, a shareholder must hold at least 5% of the outstanding voting shares of the company.
To submit a proposal for a matter to be raised at a shareholder meeting, a shareholder must have held 1% of the outstanding voting shares, or voting shares with a fair market value of at least CAN$2,000, for a period of at least six months. If a proposal includes a nomination of a director, the ownership threshold increases to 5% of the outstanding voting shares.

Minority shareholder action

36. What action, if any, can a minority shareholder take if it believes the company is being mismanaged and what level of shareholding is required to do this?
Shareholders can requisition a meeting (including to remove directors) or submit a proposal to a previously called meeting (including to nominate directors), provided that they have met the statutory requirements for, among other things, holding at least the required percentage of outstanding voting shares for the required period of time (see Question 35)."
 
( https://ca.practicallaw.thomsonreuters.com/2-502-2944?transitionType=Default&contextData=(sc.Default)&firstPage=true&bhcp=1  )
 
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What I am not entirely clear about however is whether the definition of Shareholder strictly assumes/defines  one individual , as opposed to allowing for  a group of individuals who collectively hold 5%+ of shares and who are in  in agreement of a director nominee
 
 
(Another poster here has volunteered to be nominated and I would have no qualms whatsover, but I do not hold the requesite 5% of shares to be able to nominate him , but that would be a moot point if another on this forum does, or if we can pool our shares to meet that 5% (i.e.~7.5million shares) 
 
Alternatively, if FNC has an internal committee responsible for nominating its directors I see no reason why we could not simply advance the name of a director nominee to our Board members or to Mr. Smith
 
 
Would be great if anyone here that has experience with Canadian corporate governance could chime in with their thoughts/input..
 
Much Appreciated,
Luker
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Canadian Advance Notice Requirements for the nomination of directors:
 
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