TORONTO, April 2 /PRNewswire-FirstCall/ -- Guyana Goldfields Inc. ("Guyana") (TSX: GUY) announces today proposed amendments to certain matters which are to be considered and voted upon at its annual and special shareholder meeting scheduled to be held on April 7, 2009 (the "Meeting").
The management information circular of Guyana dated February 27, 2009 (the "Circular") indicated that at the Meeting, shareholders would be invited to consider, and if deemed fit: (i) authorize the termination of the existing stock option plan and adoption of a new stock option plan for Guyana (the "2009 Plan"); (ii) approve a new By-Law # 2 for Guyana ("By-Law # 2"); and (iii) approve and confirm the shareholder rights plan Guyana (the "Rights Plan"). Guyana is proposing to amend the 2009 Plan, By-Law # 2 and the Rights Plan in the following manner from the descriptions thereof contained in the Circular:
(i) Guyana proposes to amend the form of the proposed 2009 Plan attached Appendix "I" to Schedule "B" to the Circular in order to (i) incorporate a limitation which would restrict the number of stock options issuable under the 2009 Plan to non-executive directors to 1% of the total number of common shares of Guyana issued and outstanding from time to time (calculated without reference to any initial option grants to any such persons who are not previously insiders of the Corporation upon such persons becoming or agreeing to become directors of the Corporation) (collectively, the "Director Limitations"); and (ii) provide that shareholder and regulatory approval shall be required in order to amend the 2009 Plan where any such amendments would (a) reduce the price of any existing option or result in the cancellation and proximate re-issuance of any existing option; (b) extend the term of any option beyond the original expiry date thereof; (c) result in any amendment to the Director Limitations; or (d) result in any amendment to the provisions of the 2009 Plan governing transferability of options or amendments to the 2009 Plan; (ii) Guyana proposes to amend the quorum requirement for shareholders' meetings set forth in Section 1.02 of By-Law # 2 attached as Appendix "I" to Schedule "C" to the Circular, to provide that quorum for any meetings of the shareholders of Guyana shall consist of two persons entitled to vote thereat holding in the aggregate at least 25% of all issued and outstanding shares entitled to be voted at such meeting, whether present in person or represented by proxy; and (iii) Guyana proposes to amend certain definitions contained in the Rights Plan in order to bring such Rights Plan in line with current corporate governance best practices by imposing greater limitations on the board's discretion to interpret and administer the Rights Plan, and ensuring fair and equal treatment of shareholders.
Guyana is committed to best corporate governance practices and has proposed the above amendments in accordance with such mandate. Accordingly, management and the board of directors of Guyana are of the opinion that the 2009 Plan, By-Law # 2 (which has been renamed as By-Law # 3 following the above-noted amendments) and Rights Plan, as amended as described above, are each in the best interests of Guyana and its shareholders and accordingly, unanimously recommend that the shareholders vote for the approval and confirmation of such matters at the Meeting. Copies of the amended 2009 Plan, By-Law # 3 and Rights Plan have been filed on SEDAR at http://www.sedar.com/ and are available for review on Guyana's website at http://www.guygold.com/.
About Guyana
Guyana is a Canadian based mineral exploration company primarily focused on the exploration and development of gold deposits in the Guiana Shield of South America. The Guiana Shield is in the northern part of the Amazon Craton and covers parts of Guyana, Venezuela, Suriname, French Guyana and northern Brazil. Guyana holds advanced exploration projects in various stages of development and has been operating in Guyana continuously since 1996. As at the date hereof, Guyana has approximately $13.8 million in cash and short-term bank guaranteed investment certificates and no debt.
Guyana Goldfields Inc.
CONTACT: Guyana Goldfields Inc., J. Patrick Sheridan, Chief Executive
Officer, Tel: (416) 628-5936, Fax: (416) 628-5935, E-mail:
psheridan@guygold.com
