Theralase Adopts Advance Notice By-Law
Toronto, Ontario – December 13, 2016 – Theralase Technologies Inc. (“Theralase” or the “Corporation”) (TLT: TSXV) (TLTFF: OTC) today announced that its board of directors (“Board“) has adopted By-Law No. 3 (“By-Law”) to establish a framework for the advance notice of nominations of directors by shareholders of Theralase (the “Advance Notice Requirement”).
The purpose of the Advance Notice Requirement is to treat all shareholders fairly by ensuring 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 sufficient information with respect to all nominees to enable them to exercise their voting rights in an informed manner. In addition, the Advance Notice Requirement should assist in facilitating an orderly and efficient meeting process.
Among other things, the Advance Notice Requirement fixes a deadline by which shareholders must notify Theralase of nominations of persons for election to the Board 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 Theralase must be made not less than 30 days prior to the date of the annual meeting; provided however, that if 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 Theralase must be made no 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; however, in certain cases where “notice and access” is used for the delivery of proxy-related materials for an annual or special meeting, notice must be made not less than 40 days prior to the date of the meeting. The Board may, in its discretion, waive any requirement of the Advance Notice Requirement.
By-Law No. 3 is effective immediately but is subject to shareholder confirmation at the next annual meeting of shareholders. A copy of By-Law No. 3 may be found under Theralase’s profile on SEDAR at www.sedar.com.
Theralase, through its Therapeutic Laser Technology division, designs, manufactures, markets and distributes patented super-pulsed laser technology indicated for the: elimination of pain, reduction of inflammation and acceleration of tissue healing for numerous nerve, muscle and joint conditions. Theralase’s Photo Dynamic Therapy division researches and develops specially designed molecules called photodynamic compounds, which localize to cancer cells and then when laser light activated, effectively destroy them.
This news release contains “forward-looking statements” which reflect the current expectations of management of the Corporation’s future events. Wherever possible, words such as “may“, “would“, “could“, “should”, “will“, “anticipate“, “believe“, “plan“, “expect“, “intend“, “estimate“, “potential for” and similar expressions have been used to identify these forward-looking statements. These statements reflect management’s current beliefs with respect to future events and are based on information currently available to management. Forward-looking statements involve significant risks, uncertainties and assumptions. Many factors could cause the Corporation’s actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements; including, without limitation, those listed in the filings made by the Corporation with the Canadian securities regulatory authorities (which may be viewed at www.sedar.com). Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward looking statements prove incorrect, actual results, performance or achievements may vary materially from those expressed or implied by the forward-looking statements contained in this news release. These factors should be considered carefully and prospective investors should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in the news release are based upon what management currently believes to be reasonable assumptions, the Corporation cannot assure prospective investors that actual results, performance or achievements will be consistent with these forward-looking statements. The Corporation disclaims any intention or obligation to revise forward-looking statements whether as a result of new information, future developments or otherwise except as required by law. All forward-looking statements are expressly qualified in their entirety by this cautionary statement.
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