Mr. David Tafel reports
CENTURION ADOPTS SHAREHOLDER RIGHTS PLAN
Centurion Minerals Ltd. has adopted a shareholder rights plan, similar to those of other Canadian public companies.
The principal purpose of the rights plan is to provide the board of directors with sufficient time to explore and develop all options for maximizing shareholder value if a takeover bid is made for the company and to provide every shareholder with an equal opportunity to participate in such a bid. The rights plan encourages a potential acquirer to proceed either by way of a permitted bid (as defined in the rights plan), which requires the takeover bid to satisfy certain minimum standards designed to promote fairness, or with the concurrence of the board of directors. The board of directors of the company is not currently aware of any pending or proposed takeover bid and did not adopt the rights plan to prevent a takeover of the company, to secure the continuance of management or the directors in their respective offices or to deter fair offers for the company's common shares.
In order to implement the rights plan, the board of directors has authorized the issue of one right in respect of each common share of the company outstanding at the close of business on Aug. 27, 2010, and each common share of the company issued thereafter. The rights are represented by the common share certificates and trade with the common shares. Rights certificates will not be issued and the rights will not be dilutive, until the rights separate from the common shares and become exercisable. Accordingly, the issuance of the rights will not change the manner in which the common shares are currently traded by shareholders.
Under the rights plan, 10 trading days after a person has acquired 20 per cent or more of the common shares, other than by way of a permitted bid, holders of all remaining common shares will generally be able to exercise rights to purchase additional common shares at a discount to market. The board of directors may waive the application of the rights plan to any particular acquisition.
The rights plan is subject to shareholder approval at the company's special and annual general meeting to be scheduled prior the end of January, 2011. If the rights plan is not confirmed by the company's shareholders, the rights plan and all outstanding rights thereunder will terminate and be void and of no further force or effect.
A copy of the rights plan and the company's material change report respecting the rights plan will be available on SEDAR.
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