CALGARY, ALBERTA--(Marketwired - Aug. 13, 2014) - The Board of Directors of Niko Resources Ltd. ("Niko" or the "Company") (TSX:NKO) is pleased to provide the following updates:
Appointment of New Directors
Kevin J. Clarke and Steven K. Gendal have been appointed to the Board of Directors effective August 13, 2014.
Mr. Clarke has led global high performance organizations of up to 15,000 people with sales over $1 billion and manufacturing facilities across the US, Canada, and Latin America. From 2010 to 2013, Mr. Clarke was President and Chief Executive Officer of Catalyst Paper, a manufacturing company specializing in pulp and paper for newspapers, magazines and other print applications, and led the financial and operational restructuring of the company. His restructuring experience included guidance through CCAA bankruptcy protection process, reduction of debt and annual costs, and successfully improving overall productivity and performance levels. Previously, Mr. Clarke was Group President and President of Worldcolor (Quebecor World) from 1986 to 2009, where he led institutional strategic planning and strategic business development initiatives. Mr. Clarke holds a Bachelor of Science - Transportation and Logistics from Niagara University in New York.
Mr. Gendal has worked for over fourteen years at Whippoorwill Associates, Inc., an investment firm specializing in distressed debt and special situations, and is currently the co-portfolio manager. Previously, Mr. Gendal was a Corporate Finance Associate at Brean Murray & Company from 1999 to 2000. Mr. Gendal received a Juris Doctorate from Brooklyn Law School and has a Bachelor of Science in Finance from Syracuse University.
"Kevin and Steven bring to the Board an independent specialized set of experience, knowledge and expertise that the Company requires in the furtherance of a successful restructuring and strategic development of plans for Niko's future recovery," said Mr. Wendell W. Robinson, Chairman of the Board of the Company.
Proposed Nominees for Election as Directors at Annual General Meeting on September 11, 2014
The following nine directors will be proposed to be nominated for election as Directors of the Company at the Annual General Meeting scheduled for September 11, 2014:
- William T. Hornaday (the Company's Chief Operating Officer and current director)
- C.J. (Jim) Cummings (current director)
- Conrad P. Kathol (current director)
- Stewart Gossen (current director)
- Kevin J. Clarke (current director)
- Steven K. Gendal (current director)
- Joshua Sigmon (Mount Kellett Capital Management LP)
- Vivek Raj (CSL Capital Management, LLC)
- E. Alan Knowles (formerly with Haywood Securities Inc.)
Further details on these directors are contained in the Company's management information circular dated August 13, 2014 which will be available on SEDAR at www.sedar.com.
The following current directors will be retiring from the Board of Directors:
- Wendell W. Robinson (Chairman of the Board of the Company)
- Norman M.K. Louie (Mount Kellett Capital Management LP)
- Charles S. Leykum (CSL Capital Management, LLC)
- Murray E. Hesje (former Vice President Finance and Chief Financial Officer of the Company)
Adoption of Advance Notice By-Law
On August 13, 2014, the Board of Directors approved the adoption of an advance notice by-law (the "By-law"), which 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: (i) a requisition of a meeting made pursuant to the provisions of the Business Corporations Act (Alberta) (the "ABCA"); or (ii) a shareholder proposal made pursuant to the provisions of the ABCA.
The By-law is effective immediately. At the meeting of shareholders to be held on September 11, 2014, shareholders will be asked to confirm and ratify the By-law. The full text of the By-law is contained in the Company's management information circular dated August 13, 2014 which will be available on SEDAR at www.sedar.com.
Among other things, the By-law fixes a deadline 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 a shareholder must include in the notice for it to be valid. In the case of an annual meeting of shareholders, notice to the Corporation must be made not less than 30 nor 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 (which is not also an annual meeting), 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 Corporation believes that adopting the By-law is considered to be good corporate governance. The By-law facilitates an orderly and efficient annual or special meeting process and it ensures that all shareholders receive adequate notice of director nominations with sufficient information with respect to all nominees. This allows the Corporation and its shareholders to evaluate the proposed nominees' qualifications and suitability as directors, which further allows shareholders to cast an informed vote for the election of directors.
Amendment and Restatement of By-Law No. 1
The Amended and Restated By-Law No. 1 was approved by the Board on August 13, 2014 and is intended to improve alignment of the Corporation's by-laws with the ABCA and prevailing market standards for corporate governance. It is in effect until it is confirmed, confirmed as amended or rejected by Shareholders at the meeting of shareholders to be held on September 11, 2014. The full text of the Amended and Restated By-Law No. 1 Company's management information circular dated August 13, 2014 which will be available on SEDAR at www.sedar.com.
A summary of the key differences between the previous By-Law No. 1 and the Amended and Restated By-Law No. 1 is as follows:
- Amended and Restated By-Law No. 1 is streamlined and modernized as compared to the previous By-Law No. 1 because it does not repeat statutory requirements set out in the ABCA and the wording of some provisions has been simplified.
- Amended and Restated By-Law No. 1 aligns the director residency requirements to those in the ABCA; in particular, the fifty (50) percent Alberta residency requirements for directors set forth in By-Law No. 1 were replaced with a twenty five (25) percent Canadian residency requirements for directors.
- Amended and Restated By-Law No. 1 recognizes and permits electronic communications in accordance with the current provisions of the ABCA and modernize references to the form of electronic communications permitted.
- Amended and Restated By-Law No. 1 amends the quorum requirements for directors to align with current provisions of the ABCA.
- Amended and Restated By-Law No. 1 includes a provision regarding conflicts between the ABCA, the articles of the Corporation or any unanimous shareholders' agreement and the by-laws of the Corporation.
Resignation of Director
In July 2014, the Company and Harrison A. Bubrosky mutually agreed to Mr. Bubrosky's resignation as a Director of the Company. Mr. Bubrosky had been appointed to the Board in May 2014.