Mr. Jason Kosec reports
HEMLO MINING ANNOUNCES ADOPTION OF SHAREHOLDER RIGHTS PLAN
The board of directors of Hemlo Mining Corp. has approved the adoption of a shareholder rights plan, pursuant to a shareholder rights plan agreement entered into with Odyssey Trust Company, as rights agent, dated as of Feb. 9, 2026.
The rights plan is consistent with shareholder rights plans adopted by other Canadian public companies and has not been implemented in response to any specific proposal to acquire control of the company. The board is not aware of any pending or threatened takeover bid for the company. The rights plan is intended to promote the fair treatment of all shareholders in the event of a takeover bid and to protect against creeping bids, which may result in the accumulation of more than 20 per cent of the company's common shares outside the formal takeover bid process.
Pursuant to the rights plan, one right was issued and attached to each common share of the company outstanding as of the effective time under the rights plan. A right will also be attached to each common share issued after the effective date in accordance with the terms of the rights plan. The issuance of the rights will not change the manner in which shareholders trade their common shares of Hemlo Mining and the rights will automatically attach to the common shares with no further action by shareholders being required. Subject to the terms of the rights plan, the rights become exercisable in the event that any person (together with its affiliates and associates and persons acting in concert with it) becomes a beneficial holder of 20 per cent or more of Hemlo Mining's outstanding common shares, without complying with the permitted bid provisions under the rights plan. In such event, holders of the rights (other than the acquiring person and its related parties) will be permitted to exercise their rights to purchase additional common shares of the company at a substantial discount to the then market price of the company's common shares. Taking up common shares pursuant to a permitted bid would not trigger the rights plan. Customary permitted lock-up agreements are also provided for under the rights plan.
While the rights plan is effective as of the effective date, it is subject to ratification by the company's shareholders within six months of its adoption. The board intends to recommend the ratification of the rights plan at its next annual and special meeting of shareholders expected to be held in June, 2026. Subject to ratification at the meeting, and reconfirmation at the company's annual meetings in 2029 and 2032, the rights plan will expire upon the conclusion of the company's annual meeting in 2035. The TSX Venture Exchange has conditionally accepted the implementation of the rights plan, subject to shareholder approval.
A summary of the principal terms of the rights plan will be included in the management information circular to be sent to shareholders in connection with the meeting and a complete copy of the rights plan will be available under the company's profile on SEDAR+. If the rights plan is not approved by the company shareholders within six months of its adoption, the rights plan, together with the outstanding rights, will terminate and cease to be effective.
About Hemlo Mining Corp.
Hemlo Mining (previously Carcetti Capital Corp.) recently closed the acquisition of the Hemlo gold mine from Barrick Mining Corp. for aggregate consideration of up to $1.1-billion (U.S.). The Hemlo gold mine is located 35 kilometres east of the town of Marathon, Ont., and has produced approximately 25 million ounces of gold from both underground and open-pit operations since production began in 1985. The company is looking to establish itself as a leading Canadian mid-tier growth-focused gold producer, with an immediate focus on maximizing the value of the Hemlo gold mine's existing infrastructure through a fit-for-purpose operating approach, while unlocking new opportunities through aggressive brownfields exploration.
We seek Safe Harbor.
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