TORONTO,
April 24, 2014 /CNW/ - Roxgold Inc.
("Roxgold" or the "Company") (TSX.V: ROG) announced today that its
board of Directors (the "Board") has adopted a new 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 Board approved the Rights Plan today and
authorized the issue of one right in respect of each common share
of the Company outstanding at 4:00
p.m. (Toronto time) today
(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 20% 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, to waive the application of
the Rights Plan and to amend 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, no existing
shareholder of the Company owns greater than 20% of the outstanding
common shares of the Company.
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.
The Board considered a number of factors in
adopting the Rights Plan. Given recent weakness in the share
prices of many junior mining companies including Roxgold, the Board
believes that there is a material risk of an opportunistically
timed take-over bid. The Board believes that the Rights Plan
will give the Board a substantially greater opportunity to run a
value maximizing auction process in the event that the Company is
put in play through a hostile take-over bid.
Although effective as of today, 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 the Company's Annual and Special Meeting to be held
on May 27, 2014 (the
"Meeting"). If the Rights Plan is not ratified by the
Company's 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. The Company's
existing shareholder rights plan, which was approved by
shareholders on November 25, 2011,
will terminate at the Meeting.
About Roxgold
Roxgold is a gold
exploration and development company with its key asset, the high
grade, 100% owned Yaramoko Gold Project located in the Houndé
greenstone region of Burkina Faso,
West Africa. The Company is currently advancing Yaramoko's 55
Zone through permitting and expects to commence development in Q4
2014. Roxgold trades on the TSX Venture Exchange under the
symbol ROG.
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.
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 risks
inherent in the exploration and development of mineral deposits,
including risks relating to changes in project parameters as plans
continue to be redefined including the possibility that mining
operations may not commence at the Yaramoko project, risks relating
to variations in mineral resources and mineral reserves, grade or
recovery rates resulting from current exploration and development
activities, risks relating to changes in gold prices and the
worldwide demand for and supply of gold, risks related to increased
competition in the mining industry generally, risks related to
current global financial conditions, uncertainties inherent in the
estimation of mineral resources and mineral reserves, access and
supply risks, reliance on key personnel, operational risks inherent
in the conduct of mining activities, including the risk of
accidents, labour disputes, increases in capital and operating
costs and the risk of delays or increased costs that might be
encountered during the development process, regulatory risks,
including risks relating to the acquisition of the necessary
licenses and permits, financing, capitalization and liquidity
risks, including the risk that the financing necessary to fund the
exploration and development activities at the Yaramoko project may
not be available on satisfactory terms, or at all, risks related to
disputes concerning property titles and interest, and environmental
risks. Actual events or results may differ materially from
those projected in the forward-looking statements and we caution
against placing undue reliance thereon. The Company does not
undertake to update any forward-looking statement that may be made
from time to time by the Company or on its behalf, except in
accordance with applicable securities laws.
SOURCE Roxgold Inc.