News Column

Chaparral Gold Adopts Shareholder Rights Plan

August 8, 2014



ENP Newswire - 08 August 2014

Release date- 07082014 - Scottsdale, Arizona - Chaparral Gold Corp. (TSX: CHL) announced today that the board of directors has adopted a Shareholder Rights Plan to ensure that all of the Company's shareholders are treated fairly in any transaction involving a possible change of control of Chaparral.

The Plan does not prevent a take-over of Chaparral. The Plan discourages discriminatory, coercive or unfair takeovers of Chaparral and gives the Board time, if the Board determines it is appropriate to take such time, to pursue alternatives to maximize shareholder value in the event an unsolicited take-over bid is made for all or a portion of the outstanding Chaparral Shares.

The Plan will help prevent a creeping take-over bid, in which a potential acquirer acquires a 'blocking position' of shares in private transactions or market purchases sufficient to block any competitive take-over offers, thereby preventing a competitive take-over auction process.

Nick Appleyard, CEO of Chaparral, stated 'This shareholder rights plan is designed to ensure a fair and transparent process for any potential future transactions. The Plan does not in any way hinder an acceptable bidder for Chaparral and at the Board's discretion the Plan can be waived. We will now continue our negotiations with the U.S. Environmental Protection Agency, as we see this as the first step in the process of unlocking value in the Company.'

In the event of an acquisition of 20% or more of the outstanding common shares of the Company by a an Acquiror, other than by way of a Permitted Bid, each Right will entitle the holder thereof, other than the Acquiror, to acquire common shares of the Company at a 50% discount to the then-current market price.

In order for a take-over bid to qualify as a Permitted Bid under the Plan, the bid must provide that no shares will be taken up under the bid for a period of at least 60 days after the bid is commenced.

A Permitted Bid must also satisfy certain other conditions, including that more than 50% of the outstanding common shares held by persons unrelated to the bidder must be deposited pursuant to the bid and not withdrawn before any common shares may be taken up under the bid and paid for, and that, in the event that such number of shares are deposited, the bidder will make a public announcement of that fact and the bid will remain open for deposits of common shares for not less than ten business day following the date of such public announcement.

The Company intends to submit the Plan for approval by the Company's shareholders within six months. The Plan also remains subject to regulatory approval, including the approval of the Toronto Stock Exchange. The foregoing summary of certain terms of the Plan is qualified in its entirety by reference to the text of the Plan, which will be available on SEDAR, at www.sedar.com.

About Chaparral Gold

Chaparral is a Nevada-focused precious metals company actively permitting the 100%-owned Gemfield deposit at the Goldfield property, in central Nevada. In addition, Chaparral holds a 100% interest in the advanced-stage Converse property, also located in Nevada.

Contact:

Nick Appleyard

Tel: 1 480 483 9932

Robert Thaemlitz

Tel: 1 514 939 3989

Cautionary Statements

Some of the statements contained in this release are 'forward-looking statements' within the meaning of Canadian securities law requirements, including statements relating to regulatory and shareholder approval of the Plan and negotiations with the Environmental Protection Agency. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements.

Factors that could cause actual results to differ materially from anticipated results include risks and uncertainties relating to obtaining receipt of shareholder approval of the Plan. Except as required pursuant to applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.


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Source: ENP Newswire


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