10:16:46 EDT Sat 04 May 2024
Enter Symbol
or Name
USA
CA



Black Iron Inc
Symbol BKI
Shares Issued 141,072,019
Close 2013-09-26 C$ 0.18
Market Cap C$ 25,392,963
Recent Sedar Documents

Black Iron adopts poison pill, no offers in sight

2013-09-27 04:31 ET - News Release

Mr. Matt Simpson reports

BLACK IRON ADOPTS SHAREHOLDER RIGHTS PLAN

Black Iron Inc.'s board of directors has adopted a shareholder rights plan.

The rights plan has been adopted to ensure, to the extent possible, that all shareholders of the company are treated fairly and equally in connection with any takeover bid or other acquisition of control of the company and that the company's board of directors is provided with adequate time to evaluate such a takeover bid and, if appropriate, seek alternatives to maximize shareholder value.

"The rights plan has not been adopted in response to any specific takeover bid or other proposal to acquire control of Black Iron, and Black Iron is not aware of any such pending or contemplated proposals," stated Bruce Humphrey, chairman of Black Iron. "In light of our recent announcement with regard to securing a strong, respected, local development partner and solidifying infrastructure access for the project, the board decided we could no longer ignore the large discrepancy that currently exists between the traded market value for the company and the project potential as outlined in our economic studies, including the bankable feasibility study. Today's adoption of the rights plan provides shareholders with some added protection from an opportunistic acquirer and ensures that a full-value maximization review can be completed before any takeover is completed."

A copy of the rights plan agreement will be made available on SEDAR.

Shareholders and interested parties wishing to discuss the adoption of the rights plan are encouraged to contact either Matt Simpson or Michael McAllister.

Rights plan mechanics

At the close of business Sept. 26, 2013, one right will be issued and will automatically attach to each common share of Black Iron outstanding at that time without further action required by shareholders. A right will also attach to each common share issued from and after the date hereof.

Subject to the terms of the rights plan, and to certain exceptions provided therein, the rights will become exercisable in the event that any person, and its related or joint parties, acquires or announces its intention to acquire 20 per cent or more of the company's outstanding shares without complying with the permitted bid provisions of the rights plan or where the application of the rights plan is not waived in accordance with its terms. The permitted bid provisions prevent the dilutive effects of the rights plan from operating if a takeover bid is made to all holders of common shares of the company (other than the bidder) by way of a takeover bid circular that remains open for acceptance for a minimum of 60 days and that satisfies certain other conditions. If a takeover bid does not comply with the requirements of the rights plan or where application of the rights plan is not waived in accordance with its terms, the rightholders (other than the acquiring person and its joint actors) will be entitled to purchase additional common shares of the company at a significant discount to the market price.

The issuance of rights will not change the manner in which shareholders currently trade their common shares. The rights trade with, and are represented by, common share certificates, including certificates issued. Until such time as the rights separate from the common shares and become exercisable, rights certificates will not be distributed to shareholders.

The rights plan is subject to final approval of the Toronto Stock Exchange and requires confirmation by the company's shareholders on or before March 26, 2014, being within six months of the rights plan's effective date. If the rights plan is not confirmed by shareholders, the rights plan and all outstanding rights will terminate and be void and of no further force and effect.

We seek Safe Harbor.

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