Laramide Resources Ltd. (TSX: LAM) today announced that its Board of Directors has approved the adoption of a shareholder rights plan (the “Rights Plan”) designed to encourage the fair and equal treatment of shareholders in connection with any take-over bid for the outstanding securities of the Company.
The Rights Plan is intended to provide the Board of Directors with adequate time to assess a take-over bid, to consider alternatives to a take-over bid as a means of maximizing shareholder value, to allow competing bids to emerge, and to provide Laramide’s shareholders with adequate time to properly assess a take-over bid without undue pressure. The Rights Plan is similar to plans adopted by other Canadian companies and ratified by their shareholders. Laramide’s Board of Directors is not currently aware of any pending or threatened take-over bid for the Company at present but believes the Company’s shares are undervalued and does not reflect its development prospects in Australia especially taking into consideration the recent decision by the Australian Labour Party to repudiate its “No New Mines” policy.
Under the terms of the Rights Plan, one right (a “Right”) will be issued by Laramide in respect of each outstanding Laramide common share at the close of business today and in respect of each Laramide common share issued thereafter (subject to the terms of the Rights Plan). The Rights issued under the Rights Plan become exercisable only if a person acquires or announces its intention to acquire 20% or more of the common shares of the Company without complying with the “permitted bid” provisions of the Rights Plan or without the approval of Laramide’s Board of Directors. Should such an acquisition occur, Rights holders (other than the acquiring person or related persons) can purchase common shares of the Company at a substantial discount to the prevailing market place (as defined in the Rights Plan) at the time the Rights become exercisable.
“Permitted bids” under the Rights Plan must be made to all holders of Laramide’s common shares and must be open for acceptance for a minimum of 60 days. If at the end of 60 days at least 50% of the outstanding common shares other than those owned by the offeror and certain related parties have been tendered and not withdrawn, the bidder may take-up and pay for the shares but must extend the bid for a further 10 days to allow other shareholders to tender to the bid.
Although effective immediately, the Rights Plan is subject to ratification by Laramide’s shareholders at Laramide’s next annual meeting of shareholders and, if ratified, the Rights Plan must be confirmed at every third annual meeting thereafter. If not ratified within six months from today, the Rights Plan and all of the Rights outstanding at the time will terminate. A copy of the Rights Plan is available for viewing on SEDAR at www.sedar.com, and can also be obtained from Laramide upon a written request.
Laramide is a Toronto-based resource company specializing in the acquisition and development of advanced stage mineral properties. Laramide has a diverse portfolio of assets, all of which are leveraged to commodity fundamentals. The Company’s lead project is the Westmoreland Project, Queensland, Australia. Laramide’s common shares are listed on the TSX under the symbol “LAM”.
For further information contact:
Marc C. Henderson, President
Toronto, Canada +1 416 599 7363
Peter Mullens, V-P Exploration Corporate Development
Brisbane, Australia (617) 3831 3407
Or visit our web site at www.Laramide.com
This press release contains forward-looking statements. The actual results could differ materially from a conclusion, forecast or projection in the forward-looking information. Certain material factors or assumptions were applied in drawing a conclusion or making a forecast or projection as reflected in the forward-looking information.