The Rights Plan is intended to ensure that in the event of an unsolicited take-over bid for the common shares of the Company, all holders of common shares of the Company and the Board have adequate time to consider and evaluate any such take-over bid, the Board has adequate time to identify, solicit, develop and negotiate value-enhancing alternatives, as considered appropriate, to any such take-over bid and the Company's shareholders are treated fairly in connection with any such take-over bid. The Rights Plan is not intended to prevent a change of control of the Company to the detriment of shareholders.
The Board approved the Rights Plan today and authorized the issue of one right in respect of each common share of the Company outstanding at
The Board has the discretion to defer the time at which the rights become exercisable, to waive the application of the Rights Plan and to amend the Rights Plan.
The Rights Plan permits the acquisition of control of the Company through a "permitted bid", a "competing permitted bid" or a negotiated transaction. A permitted bid is one that, among other things, is made to all holders of common shares for all of their shares, is open for a minimum of 60 days and is subject to an irrevocable minimum tender condition of at least 50% of the common shares held by independent shareholders.
To the best of the Board's knowledge, no existing shareholder of the Company owns greater than 20% of the outstanding common shares of the Company.
The Company is not aware of any specific take-over bid for the common shares of the Company or any intention on the part of any party to make such a take-over bid.
The Board considered a number of factors in adopting the Rights Plan. Given recent weakness in the share prices of many junior mining companies including
Although effective as of today, the Rights Plan is subject to
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