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Gold Reach Resources Ltd (3)
Symbol GRV
Shares Issued 36,575,090
Close 2014-07-24 C$ 0.75
Market Cap C$ 27,431,318
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Gold Reach Resources swallows poison pill

2014-07-25 12:55 ET - News Release

Mr. Conrad Swanson reports

GOLD REACH ADOPTS NEW SHAREHOLDER RIGHTS PLAN

Gold Reach Resources Ltd. has approved and adopted a shareholder rights plan agreement.

Shareholder rights plan

The rights plan was not adopted by the board of directors in response to, or in anticipation of, any offer or takeover bid, and is not intended to prevent a takeover bid. The fundamental objectives of the rights plan are to provide adequate time for the board of directors and shareholders to assess an unsolicited takeover bid for the company, to provide the board of directors with sufficient time to explore and develop alternatives for maximizing shareholder value if a takeover bid is made, and to provide shareholders with an equal opportunity to participate in a takeover bid.

To implement the rights plan, the board of directors authorized the issue of one right to purchase a common share in respect of each common share of the company outstanding to holders of record. One right will also be issued in conjunction with each common share of the company issued while the rights plan is in effect. The rights will be evidenced by certificates for common shares and will not be transferrable separately from the common shares.

The rights plan encourages a potential acquirer who makes a takeover bid to proceed either by way of a permitted bid or with the concurrence of the board. A permitted bid is a bid made by way of a takeover bid circular to all holders of the company's common shares, which is open for acceptance for not less than 60 days. If at the end of 60 days, at least 50 per cent of the outstanding shares, other than those owned by the offeror and certain related parties, have been tendered, the offeror may take up and pay for the shares, but must extend the bid for a further 10 days to allow other shareholders to tender. If a takeover bid fails to meet these minimum standards of the rights plan and is not waived by the board of directors, each right would, upon exercise, entitle a rightsholder, other than the acquirer and certain related parties of the acquirer, to purchase additional common shares at a significant discount to market, thus exposing the acquirer to a substantial dilution of its holding.

The rights plan remains subject to the approval of the TSX Venture Exchange and to the execution of definitive agreements with the company's transfer agent. The rights plan also remains subject to ratification of the shareholders of the company at the next annual general meeting of the company scheduled to be held on Sept. 5, 2014. If the rights plan is not ratified by the shareholders, the rights plan and any rights will terminate and cease to be effective at that time. If the rights plan is ratified, it will continue in effect until the third annual meeting of the shareholders thereafter.

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

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