AM Gold Adopts Shareholder Rights Plan
2011年8月24日 - 1:45AM
Marketwired
AM Gold Inc. (TSX VENTURE: AMG)(FRANKFURT: AMX) ("AM Gold" or the
"Company") announces that its Board of Directors has approved in
principle the adoption of a Shareholder Rights Plan Agreement (the
"Rights Plan"). The Rights Plan is being adopted to ensure the fair
treatment of all AM Gold shareholders in connection with any
possible future take-over bids for the outstanding common shares of
the Company. The Rights Plan will provide shareholders with
adequate time to properly evaluate and assess a take-over bid
without facing undue pressure or coercion. The Rights Plan is
similar to the rights plans adopted by other Canadian companies.
The Rights Plan also provides the Board with additional time to
consider any take-over bid and, if applicable, to explore
alternative transactions in order to maximize shareholder value.
The Rights Plan is not designed to prevent take-over bids that
treat AM Gold shareholders fairly. Pursuant to the terms of the
Rights Plan, any bid that meets certain criteria intended to
protect the interests of all shareholders are deemed to be
"Permitted Bids". A Permitted Bid must be made by way of a
take-over bid circular prepared in compliance with applicable
securities laws and, in addition to certain other conditions, must
remain open for 60 days. If a take-over bid does not meet the
Permitted Bid requirements of the Rights Plan, the rights issued
under the plan will entitle shareholders, other than any
shareholder or shareholders involved in the take-over bid to
purchase additional common shares of the Company at a significant
discount to the market price of the common shares at that time.
The Rights Plan is not being adopted in response to any formal
proposal to acquire control of the Company.
The Rights Plan has been accepted by the TSX Venture Exchange
and will be presented for ratification by the shareholders at the
Company's annual general and special meeting to be held on
September 15, 2011. If ratified by the shareholders, the Rights
Plan will have a term of three years. The Rights Plan is also
subject to execution of definitive agreements with the Company's
transfer agent.
About AM Gold Inc.
AM Gold Inc. is a publicly held resource company based in
Vancouver, Canada. The Company is listed on the TSX Venture
Exchange under the symbol "AMG" and is quoted on the Frankfurt
Exchange under the symbol "AMX". The Company is focused on creating
shareholder value through the development of the Company's gold and
gold-copper projects in the Yukon and Peru while building a
portfolio of quality pipeline projects in North and South America.
The Company's Red Mountain gold property is located in central
Yukon Territory approximately 55 kilometres northwest of the
community of Mayo in the Tintina Gold Belt. The Red Mountain gold
property consists of approximately 3,600 hectares of contiguous
quartz claims. 52 of such quartz claims (1,168 hectares) are held
80% by the Company with an option to acquire 100% ownership and are
subject to a net smelter returns royalty and 131 quartz claims
(approximately 2,400 hectares) are held 100% by the Company. AM
Gold's Pinaya gold-copper project is located approximately 775
kilometres southeast of the city of Lima, Peru in the Tintaya Gold
Belt. The Company maintains 100% ownership of 35 mining concessions
covering the 19,200 hectare Pinaya land position. AM Gold's
corporate offices are located Suite 605 - 369 Terminal Avenue,
Vancouver, British Columbia, V6A 4C4 (phone: 604-646-0067).
ON BEHALF OF AM GOLD INC.
John Fiorino, Chief Executive Officer
AM GOLD INC.
Cautionary Statement Regarding Forward-Looking Information
Some of the statements contained in this press release are
forward-looking statements and information within the meaning of
applicable securities laws. Forward-looking statements and
information can be identified by the use of words such as
"expects", "intends", "is expected", "potential", "suggests" or
variations of such words or phrases, or statements that certain
actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Forward-looking
statements and information are not historical facts and are subject
to a number of risks and uncertainties beyond AM Gold's control.
Actual results and developments are likely to differ, and may
differ materially, from those expressed or implied by the
forward-looking statements contained in this news release.
Accordingly, readers should not place undue reliance on
forward-looking statements. The Company undertakes no obligation to
update publicly or otherwise revise any forward-looking statements,
except as may be required by law.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Contacts: AM Gold Inc. Murray Caruth 1-604-646-0067
mcaruth@amgold.ca www.amgold.ca
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