Telo Genomics Adopts Advanced Notice Provisions in By-Laws
Toronto, Ontario--(Newsfile Corp. - October 5, 2021) - Telo Genomics Corp. (TSXV: TELO) (the "Company" or "TELO") is pleased to announces its board of directors (the "Board") has adopted amendments to its By-Laws (the "Amended By-Laws") to include advance notice provisions (the "Advance Notice Provisions") which require shareholders of the Company ("Shareholders") to provide advance notice to the Company when nominating persons for election to the Board. The Advance Notice Provisions provide the required form and contents for a Shareholder to give notice and fixes the deadline by which Shareholders must submit director nominations to the Company prior to any annual or special meeting of Shareholders.
The Advance Notice Provisions will: (i) facilitate orderly and efficient annual general or special meetings ("AGSM"); (ii) ensure that all Shareholders receive adequate notice of director nominations and sufficient information with respect to all nominees; and (iii) allow Shareholders to register an informed vote.
A shareholder must provide notice (a "Nominating Shareholder") to the Company in proper written form and the notice must be made:
in the case of an annual meeting of Shareholders, not less than 30 nor more than 65 days prior to the date of the annual meeting, provided that
if the Company chooses to use notice and access to deliver meeting materials, the time frame will be not less than 40 and no more than 65 days, and
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 meeting was made (the "Notice Date"), notice by the Nominating Shareholder may be made not later than the close of business on the 10th day following the Notice Date; and
in the case of a special meeting of Shareholders (which is not also an annual meeting) called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the 15th day following the Notice Date.
The Amended By-Laws have been approved by the board of directors, are currently in effect and will be placed before Shareholders for confirmation, approval and ratification at the next AGSM. The full text of the Advance Notice Provisions will be included in the meeting materials sent to the Shareholders for the next AGSM. Pursuant to the Canada Business Corporations Act, if the Amended By-Laws are approved by the Shareholders, the Amended By-Laws will continue to be effective. Failing confirmation by the Shareholders, the Amended By-Laws will cease to be effective.
The Company also previously amended its By-Laws to enable the Company to hold shareholder meetings partially or entirely by telephonic, electronic or other communication facility. This amendment was adopted by the Board and subsequently confirmed by the Shareholders at their annual general meeting held on March 4, 2021.
The Amended By-Laws are subject to the approval of the TSX Venture Exchange.
About Telo Genomics
Telo Genomics is a biotech company pioneering the most comprehensive telomere platform in the industry with powerful applications and prognostic solutions. These include liquid biopsies and related technologies in oncology and neurological diseases. Liquid biopsy is a rapidly growing field of significant interest to the medical community for being less invasive and more easily replicated than traditional diagnostic approaches. By combining our team's considerable expertise in quantitative analysis of 3D telomeres with molecular biology and artificial intelligence to recognize disease associated genetic instability, Telo Genomics is developing simple and accurate products that improve day-to-day care for patients by serving the needs of pathologists, clinicians, academic researchers and drug developers. The benefits of our proprietary technology have been substantiated in over 150 peer reviewed publications and in 25 clinical studies involving more than 3,000 patients with multiple cancers and Alzheimer's disease. Our lead application, Telo-MM is being developed to provide important, actionable information to medical professionals in the treatment of Multiple Myeloma, a deadly form of blood cancer. For more information please visit www.telodx.com.
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