Extorre Adopts Shareholder Rights Plan
(firmenpresse) - Extorre Adopts Shareholder Rights Plan
Vancouver, B.C., May 25, 2012 – Extorre Gold Mines Limited’s (NYSE MKT:XG; TSX:XG; Frankfurt: E1R, “Extorre” or the “Company) board of directors has approved the adoption of a Shareholder Rights Plan (the “Plan”). The Plan is effective as of today but is subject to shareholder ratification within six months in order to remain in place.
The purpose of the Plan is to provide shareholders and the Company’s Board of Directors with adequate time to consider and evaluate any unsolicited bid made for the Company, to provide the Board with adequate time to identify, develop and negotiate value-enhancing alternatives, if considered appropriate, to any such unsolicited bid, to encourage the fair treatment of shareholders in connection with any take-over bid for the Company and to ensure that any proposed transaction is in the best interests of the Company’s shareholders.
Effective May 25, 2012, rights (the “Rights”) were issued and attached to all Extorre common shares. A separate Rights certificate will not be issued until such time as the Rights become exerciseable. The Rights will become exercisable only if a person, together with its affiliates, associates and joint actors, acquires or announces its intention to acquire beneficial ownership of shares which when aggregated with its current holdings total 20% or more of the Company’s outstanding common shares (determined in the manner set out in the Plan), other than by a Permitted Bid (as described in the Plan). Following the acquisition of more than 20% of the Extorre outstanding common shares by any person (and its affiliates, associates and joint actors), except for a Permitted Bid, each Right held by a person other than the acquiring person (and its affiliates, associates and joint actors) would, upon exercise, entitle the holder to purchase Extorre common shares at a substantial discount to their then prevailing market price. Permitted Bids under the Plan must meet the following conditions, among others: it is made by way of a take-over bid circular prepared in compliance with applicable securities laws, made to all shareholders of the Company for all common shares, and must remain open for a minimum of 60 days.
A copy of the Plan was provided to the Toronto Stock Exchange (the “TSX”). The TSX has accepted notice for filing of the Plan subject to, among other things, evidence of shareholder approval of the Plan within six months and public disclosure of this news release. The Company intends to hold a shareholders’ meeting to approve the Plan within six months.
A copy of the Plan is available on SEDAR at www.sedar.com and on the Company’s web page.
About Extorre
Extorre is a Canadian public company listed on the Toronto and NYSE MKT (formerly AMEX) Exchanges (symbol XG). The principal assets of the Company are comprised of CDN $27 million in cash and the Cerro Moro, Puntudo and Don Sixto projects in Argentina.
You are invited to visit the Extorre web site at www.extorre.com.
EXTORRE GOLD MINES LIMITED
Mr. Trevor Mulroney
President and Chief Executive Officer
extorre(at)extorre.com
For further information, please contact:
Rob Grey, VP Corporate Communications
Tel: 604.681.9512 Fax: 604.688.9532
Toll-free: 1.888.688.9512
Suite 1660, 999 West Hastings St.
Vancouver, BC
Canada V6C 2W2
Safe Harbour Statement – This news release contains “forward-looking information” and “forward-looking statements” (together, the “forward-looking statements”) within the meaning of applicable securities laws and the United States Private Securities Litigation Reform Act of 1995, including our belief as to the extent and timing of its drilling programs, various studies including the PEA, and the Environmental Impact Assessment, and exploration results, the potential tonnage, grades and content of deposits, timing, establishment and extent of resources estimates, potential production from and viability of its properties, production costs and permitting submission and timing. These forward-looking statements are made as of the date of this news release. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the future circumstances, outcomes or results anticipated in or implied by such forward-looking statements will occur or that plans, intentions or expectations upon which the forward-looking statements are based will occur. While we have based these forward-looking statements on our expectations about future events as at the date that such statements were prepared, the statements are not a guarantee that such future events will occur and are subject to risks, uncertainties, assumptions and other factors which could cause events or outcomes to differ materially from those expressed or implied by such forward-looking statements. Such factors and assumptions include, among others, the effects of general economic conditions, the price of gold and silver, changing foreign exchange rates and actions by government authorities, uncertainties associated with legal proceedings and negotiations and misjudgments in the course of preparing forward-looking information. In addition, there are known and unknown risk factors which could cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Known risk factors include risks associated with project development; the need for additional financing; operational risks associated with mining and mineral processing; fluctuations in metal prices; title matters; uncertainties and risks related to carrying on business in foreign countries; foreign exchange restrictions; environmental liability claims and insurance; reliance on key personnel; the potential for conflicts of interest among certain of our officers, directors or promoters of with certain other projects; the absence of dividends; currency fluctuations; competition; dilution; the volatility of the our common share price and volume; tax consequences to U.S. investors; and other risks and uncertainties, including those relating to the Cerro Moro project and general risks associated with the mineral exploration and development industry described in the Company’s Annual Information Form for the fiscal period ended December 31, 2011, dated March 30, 2012 filed with the Canadian Securities Administrators and available at www.sedar.com . Although we have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. We are under no obligation to update or alter any forward-looking statements except as required under applicable securities laws.
Cautionary Note to United States Investors - The information contained herein and incorporated by reference herein has been prepared in accordance with the requirements of Canadian securities laws, which differ from the requirements of United States securities laws. In particular, the term “resource” does not equate to the term “reserve”. The Securities Exchange Commission’s (the “SEC”) disclosure standards normally do not permit the inclusion of information concerning “measured mineral resources”, “indicated mineral resources” or “inferred mineral resources” or other descriptions of the amount of mineralization in mineral deposits that do not constitute “reserves” by SEC standards, unless such information is required to be disclosed by the law of the Company’s jurisdiction of incorporation or of a jurisdiction in which its securities are traded. U.S. investors should also understand that “inferred mineral resources” have a great amount of uncertainty as to their existence and great uncertainty as to their economic and legal feasibility. Disclosure of “contained ounces” is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC standards as in place tonnage and grade without reference to unit measures.
NEITHER THE TSX NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE
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Datum: 29.05.2012 - 08:28 Uhr
Sprache: Deutsch
News-ID 150500
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