Diversified Royalty Corp. Announces Amendments to Proposal for its Special Meeting

VANCOUVER, British Columbia, Oct. 01, 2020 (GLOBE NEWSWIRE) -- Diversified Royalty Corp. (TSX: DIV and DIV.DB) (the “Corporation” or “DIV”) today announced certain amendments to the proposed Articles of DIV to be voted on for adoption at the special meeting of shareholders of DIV to be held at 9:00 am (Vancouver time) on October 14, 2020 (the “Meeting”) as part of DIV’s proposal to have shareholders consider and, if thought advisable, pass a special resolution to approve the continuance of DIV from the Canada Business Corporations Act to the Province of British Columbia under Business Corporations Act (British Columbia) (the “Continuance”).

Following discussions by DIV with Institutional Shareholder Services, a leading proxy advisory firm, as part of DIV’s continued commitment to implementing good corporate governance practices, the Board of Directors of DIV has agreed to amend the following provisions of the proposed Articles attached as Schedule C to DIV’s information circular dated September 14, 2020 (the “Proposed Articles”):

1. Quorum. The quorum requirement for future meetings of shareholders of DIV set forth in the Proposed Articles will be increased from 10% (which is reflective of the quorum requirement under DIV’s existing By-laws) to 25%.
   
   
2. Advance Notice Provisions. The advance notice provisions in the Proposed Articles will be revised in order to only allow additional disclosure requests from DIV outside of delineated categories if required pursuant to applicable securities laws or stock exchange rules in order to determine the independence of a proposed nominee.
   
   
3. Share Sub-Divisions and Consolidations. The Proposed Articles will be revised to provide that subdivisions or consolidations of DIV’s shares will require shareholder approval by ordinary resolution.

The above noted changes to the Proposed Articles to (i) increase the quorum requirement for shareholder meetings, is intended to encourage wide-ranging shareholder participation in future meetings of DIV shareholders, (ii) the advance notice provisions, is intended to ensure additional disclosure requests by DIV with respect to proposed nominees for election to the Board of Directors of DIV are appropriately limited in their scope, and (iii) require shareholder approval for share sub-divisions and consolidations, is intended to facilitate shareholder input on such decisions given shareholders may have unique preferences in regards thereto, notwithstanding that such capital alterations are inherently administrative.