Sandspring Adopts Shareholder Rights Plan
2014年3月28日 - 8:00PM
Marketwired
Sandspring Adopts Shareholder Rights Plan
DENVER, COLORADO--(Marketwired - Mar 28, 2014) - Sandspring
Resources Ltd. ("Sandspring" or the "Company") (TSX-VENTURE:SSP)
announced today that its board of Directors (the "Board") has
adopted a shareholder rights plan (the "Rights Plan").
The Rights Plan is
intended to ensure that in the event of an unsolicited take-over
bid for the common shares of the Company, all holders of common
shares of the Company and the Board have adequate time to consider
and evaluate any such take-over bid, the Board has adequate time to
identify, solicit, develop and negotiate value-enhancing
alternatives, as considered appropriate, to any such take-over bid
and the Company's shareholders are treated fairly in connection
with any such take-over bid. The Rights Plan is not intended to
prevent a change of control of the Company to the detriment of
shareholders.
The Company is not
aware of any specific take-over bid for the common shares of the
Company or any intention on the part of any party to make such a
take-over bid. However, given the recent weakness in the share
prices of many junior mining companies including Sandspring, the
Board believes it is prudent to enact the Rights Plan as there is a
potential risk of an opportunistically-timed take-over bid.
The Board approved
the Rights Plan and authorized the issue of one right in respect of
each common share of the Company outstanding at 4:00 p.m. (Calgary
time) on March 27, 2014 (the "Record Time") and each common share
issued thereafter. The rights will become exercisable if at any
time following the Record Time a person, together with its
affiliates, associates and joint actors, acquires beneficial
ownership of common shares which, when aggregated with its
holdings, total 15% or more of the outstanding common shares of the
Company (determined in the manner set out in the Rights Plan).
Following any such acquisition, each right held by a person other
than the acquiring person and its affiliates and joint actors
would, upon exercise, entitle the holder to purchase common shares
at a substantial discount to the market price of the common shares
at that time.
The Board has the
discretion to defer the time at which the rights become exercisable
and to waive the application of the Rights Plan.
The Rights Plan
permits the acquisition of control of the Company through a
"permitted bid", a "competing permitted bid" or a negotiated
transaction. A permitted bid is one that, among other things, is
made to all holders of common shares for all of their shares, is
open for a minimum of 60 days and is subject to an irrevocable
minimum tender condition of at least 50% of the common shares held
by independent shareholders.
To the best of the
Board's knowledge, Crescent Global Gold Ltd. ("Crescent"), a long-
time shareholder of the Company, is the only existing shareholder
of the Company that owns greater than 15% of the outstanding common
shares of the Company, with current beneficial ownership of
approximately 20.1% of the outstanding common shares. Although
Crescent's existing share ownership is grandfathered under the
terms of the Rights Plan, any share acquisitions by Crescent
following the Record Time will be subject to the terms of the
Rights Plan.
"The Board
considered a number of factors in adopting the Rights Plan and, in
particular, its 15% triggering threshold" commented CEO and
Director, Rich Munson. "The Board believes that the Rights Plan's
15% triggering threshold will give the Board a substantially
greater opportunity to run a value maximizing process in the event
that the Company is put in play through a hostile take-over
bid."
Although effective
as of March 27, 2014, the Rights Plan is subject to TSX Venture
Exchange approval. The Rights Plan will be submitted to the
shareholders of the Company for ratification at a meeting to be
held within the next six months of the date of adoption. If the
Rights Plan is not ratified by the shareholders, the Rights Plan
and any rights issued pursuant to it will terminate. If the Rights
Plan is ratified, it will continue in effect until the third annual
meeting of shareholders thereafter. A copy of the Rights Plan will
be available shortly on SEDAR at www.sedar.com.
About Sandspring
Sandspring Resources
Ltd. is a Canadian junior mining company currently in advanced
exploration and moving toward a definitive feasibility study for
the multi-million ounce Toroparu Project in the Republic of Guyana.
Visit Sandspring's website at
http://www.sandspringresources.com.
Additional
information on Sandspring can be viewed on SEDAR under the
Company's profile at www.sedar.com or on Sandspring's website at
www.sandspringresources.com.
This press
release includes certain forward-looking statements concerning
future performance and operations of the Company, including the
ratification of the Rights Plan by shareholders and the acceptance
of the Rights Plan by the TSX Venture Exchange, as well as
management's objectives, strategies, beliefs and intentions.
Forward-looking statements are frequently identified by such words
as "may", "will", "plan", "expect", "anticipate", "estimate",
"intend" and similar words referring to future events and results.
Forward-looking statements are based on the current opinions and
expectations of management at the time such statements are made.
All forward-looking statements and information is inherently
uncertain and may cause the actual results, performance or
achievements of the Company to be materially different from any
future results, performance or achievements expressed or implied by
such forward-looking statements or information.
Forward-looking
statements are subject to a variety of assumptions, risks and
uncertainties, including the speculative nature of mineral
exploration and development, fluctuating commodity prices, changes
in project parameters as plans continue to be refined,
uncertainties of project cost overruns or unanticipated costs and
expenses, uncertainties inherent in conducting operations in a
foreign country, uncertainties related to the availability and
costs of financing needed in the future, uncertainties related to
the ability to enter into the contracts necessary to develop the
mining project on reasonable terms, the risk that the conclusion of
pre-production studies may not be accurate, the risk that the
Company may be unable to successfully advance the Toroparu Project
to feasibility, risks that the Company may not obtain positive
results from ongoing evaluation and testing of multiple gold
targets located elsewhere in the Company's landholdings, operating
or technical difficulties in connection with mining or development
activities, labour disputes, and contests over title to properties,
particularly title to undeveloped properties, among other risks as
described in our public filings available at www.sedar.com. Actual
events or results may differ materially from those projected in the
forward-looking statements and we caution against placing undue
reliance thereon. Sandspring Resources Ltd. has an ongoing
obligation to disclose material information, as it becomes
available.
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.
Sandspring Resources Ltd.Richard A. MunsonChief Executive
Officer(720)
854-0104info@sandspringresources.comwww.sandspringresources.com
Sandspring Resources (TSXV:SSP)
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