VANCOUVER, BRITISH COLUMBIA--(Marketwired - July 25, 2013) - Redhawk Resources, Inc. (" Redhawk " or the " Company ") (TSX:RDK)(OTCQX:RHWKF)(FSE:QF7) announces the approval by its board of directors of an advance notice policy (the " Advance Notice Policy ") and a majority voting policy (the " Majority Voting Policy ") regarding director elections, as described below.
Advance Notice Policy
The purpose of the Advance Notice Policy is to provide a clear process for the shareholders, directors and management to follow when nominating directors of the Company. Such a policy will ensure that shareholders receive adequate notice of director nominations and sufficient information regarding all director nominees and allow shareholders to register an informed vote after having been afforded reasonable time for appropriate deliberation.
The Advance Notice Policy, among other things, includes a provision that requires advance notice to the Company in certain circumstances where nominations of persons for election to the board of directors are made by shareholders of the Company. This policy also sets a deadline by which director nominations must be submitted to the Company prior to any annual or special meeting of the shareholders and also sets out the required information that must be included in the notice to the Company. No person will be eligible for election as a director of the Company unless nominated in accordance with the Advance Notice Policy.
In the case of an annual meeting of the shareholders, notice to the Company must be made not less than 35 days and not more than 65 days prior to the date of the annual meeting. If the annual meeting is being held on a date that is less than 50 days following the date on which the first public announcement of the 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) called for the purpose of electing directors, 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. Notwithstanding the foregoing, the board of directors may, in its sole discretion, waive any requirement of the Advance Notice Policy.
The Advance Notice Policy is in effect as at the date this news release and the Company intends to seek shareholders' approval to amend the Company's articles to incorporate the provisions of the Advance Notice Policy at the Company's upcoming annual general and special meeting of shareholders (the " Shareholders' Meeting ") scheduled to be held on September 26, 2013. Any director nominations for the Shareholders' Meeting must be received in compliance with the Advance Notice Policy no later than the close of business on August 21, 2013.
Majority Voting Policy
The Majority Voting Policy provides, among other things, that in an "Uncontested Election", if the number of votes withheld from any director is greater than the number of votes for such director, such director will be required to promptly submit an offer to resign to the board. In making a decision to accept or reject a resignation offer, the board of directors will be expected to accept it unless the board determines there are extraordinary circumstances that justify delaying acceptance or rejecting it. For the purposes of the Majority Voting Policy, an "Uncontested Election" means an election of directors at a meeting of the Company's shareholders where the number of nominees for directors is equal to the number of directors to be elected and at which more than 15% of the outstanding common shares of the Company have been voted by shareholders present in person or by proxy at the meeting.
A full description of the Majority Voting Policy and the Advance Notice Policy will be contained in an information circular to be prepared for the Shareholders' Meeting and mailed to the Company's shareholders. A copy of each policy is available on SEDAR under the Company's profile at www.sedar.com .
About Redhawk
Redhawk is a Canadian-based resource exploration and development company with primary focus on the accelerated development of its advanced stage Copper Creek copper-molybdenum project in San Manuel, Arizona. The 100% owned Copper Creek property consists of approximately thirty-five square miles of contiguous patented and unpatented mining claims and state prospecting permits, located about 70 miles northeast of Tucson, Arizona and about 15 miles east of San Manuel. The property is in the prolific southwest US porphyry copper belt at the projected intersection of a major northwest belt of porphyry copper deposits or mines (Ray, Miami/Globe, Superior/Resolution, Johnson Camp) and a major east-northeast belt of porphyry deposits (San Manuel/Kalamazoo, Silver Bell, Lakeshore, Safford, Morenci). The property is within sight of the former BHP Kalamazoo/San Manuel copper smelter and mine and within 30 miles of an existing operating copper mill and smelter. The area is a mining friendly and politically secure location with excellent and readily accessible infrastructure including power, rail, water, roads and qualified consultants.
ON BEHALF OF THE BOARD
J. Stephen Barley, Executive Chairman
Cautionary Note Regarding Forward-Looking Information
Certain statements contained in this press release constitute forward-looking information within the meaning of applicable securities laws. These forward looking statements relate to future events or the Company's future performance, business prospects or opportunities. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "seek", "anticipate", "plan", "continue", "estimate", "expect, "forecast", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe", "outlook" and similar expressions) are not statements of historical fact and may be forward looking information. Forward-looking information includes, but is not limited to, statements with respect to commercial mining operations,interpretation of drill results, conversion of mineral resources to proven and probable mineral reserves, analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Statements concerning mineral resource estimates may also be deemed to constitute forward-looking information to the extent that they involve estimates of the mineralization that will be encountered if the Copper Creek Project is developed. The Company believes that the expectations reflected in such forward looking information are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking information should not be unduly relied upon. These statements speak only as of the date of this press release. The Company does not intend, and does not assume any obligation, to update any forward-looking information except as required by law. Forward looking information involves risks and uncertainties which may cause actual results to be materially different from those expressed or implied by such forward looking information. Such risk and uncertainties relate to, among other things, results of exploration and development activities, the Company's historical experience with development-stage mining operations, uninsured risks, regulatory changes, defects in title, availability of materials and equipment, timeliness of government approvals, changes in commodity prices and, particularly, copper prices and unanticipated environmental impacts on operations, as well as those factors discussed in the section entitled "Description of the Business - Risk Factors" in the Company's Annual Information Form for the year ended March 31, 2013, available on http://www.sedar.com/ .
