Mr. Tim McNulty reports
MAX RESOURCE ADOPTS SHAREHOLDER RIGHTS PLAN
Max Resource Corp. has adopted a shareholder rights plan, subject to all necessary regulatory and shareholder approval.
The plan is designed to ensure that the company's shareholders are treated fairly in the event of a takeover bid for the company's common shares and that the company's board of directors and shareholders will have adequate time to evaluate any unsolicited takeover bid and, if appropriate, to evaluate and pursue other alternatives to maximize shareholder value. The plan was not adopted in response to any actual or threatened takeover bid or other proposal from a third party to acquire control of the company.
The plan is effective as of Sept. 8, 2022. The plan has received the approval of the TSX Venture Exchange, which is conditional upon the company's shareholders confirming the plan at the annual general and special meeting of shareholders to be held on Oct. 11, 2022. If approved by shareholders, the plan will be in effect until three years from the effective date and must be renewed by shareholders at the 2025 annual general meeting and every three years thereafter.
At the close of business on the effective date, one right will be issued and attached to each common share of the company outstanding at that time. A right will also attach to each common share of the company issued after the effective date. If shareholders do not confirm the plan at the upcoming annual general and special meeting, the plan and the rights will terminate and cease to be effective.
The plan is similar to shareholder rights plans recently adopted by several other Canadian companies. The plan is not intended to block takeover bids. The plan includes permitted bid provisions which will prevent the dilutive effects of the plan from operating if a takeover bid is made by way of a takeover bid circular that, among other things, remains open for a minimum of 60 days and is accepted by a specified proportion of the common shares held by independent shareholders. The plan will be triggered by an acquisition, other than pursuant to a permitted bid, of 20 per cent or more of the outstanding common shares of the company.
About Max Resource Corp.
Max Resource is a mineral exploration company advancing the newly discovered district-scale Cesar copper-silver project. The wholly owned Cesar project sits along the Colombian portion of the world's largest producing copper belt (Andean belt), with world-class infrastructure and the presence of global majors (Glencore and Chevron).
In addition, Max controls the RT gold project (100-per-cent earn-in) in Peru, encompassing a bulk-tonnage primary gold porphyry zone and, three kilometres to the northwest, a gold-bearing massive sulphide zone. Historic drilling in 2001 returned values ranging from 3.1 grams per tonne to 118.1 grams per tonne gold over core lengths ranging from 2.2 metres to 36.0 metres.
The safety of the company's people and the communities where the company operates is most important. Max conducts exploration in a manner that supports protection of ecosystems through responsible environmental stewardship.
We seek Safe Harbor.
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