VANCOUVER, April 22, 2016 /CNW/ - Bear Creek Mining
Corporation (TSX-V: BCM) (the "Company" or "Bear Creek") announced
today that its board of directors has approved the adoption of a
Shareholder Rights Plan (the "Rights Plan") pursuant to a
Shareholder Rights Plan Agreement (the "Rights Plan Agreement")
between the Company and Computershare Trust Company of Canada. Shareholder approval of the Rights
Plan will be sought at the Company's annual meeting of shareholders
to be held on June 2, 2016. The
Rights Plan is subject to TSX Venture Exchange acceptance and
shareholder ratification.
The fundamental objectives of the Rights Plan are to provide
adequate time for Bear Creek's board of directors (the "Board") and
shareholders to assess an unsolicited take-over bid for the
Company; to provide the Board with sufficient time to explore and
develop alternatives for enhancing and maximizing shareholder value
if a take-over bid is made; and, to provide shareholders with an
equal opportunity to participate in a take-over bid. The Rights
Plan encourages a potential acquirer who makes a take-over bid (an
"Acquirer") to ensure the take-over bid satisfies certain minimum
standards designed to promote fairness, or to proceed with the
concurrence of the Board (a "Permitted Bid"). If a take-over bid
fails to meet these minimum standards and the Rights Plan is not
waived by the Board, the Rights Plan provides that holders of
common shares of the Company, other than the Acquirer, will be able
to purchase additional common shares at a significant discount to
market, thus exposing the Acquirer to substantial dilution of its
holdings.
The Rights Plan has been prepared in alignment with recent
amendments to the regulatory framework governing take-over bids
published by the Canadian Securities Administrators, which are
scheduled to generally come into effect on May 9, 2016. The Board considers that the
adoption of the Rights Plan is desirable and in the interests of
all of the Company's shareholders, and recommends shareholders vote
in favour of the Rights Plan at its annual general meeting
scheduled for June 2, 2016. If the
Rights Plan is ratified by the eligible shareholders at such
meeting, it will have an initial term which expires at the annual
meeting of shareholders of the Company to be held in 2019 unless
terminated earlier. The Rights Plan may be extended beyond 2019 by
approval of eligible shareholders at such 2019 meeting.
Pursuant to the Rights Plan, effective April 20, 2016 rights (the "Rights") have been
issued and attached to all of Bear Creek's outstanding common
shares. A separate rights certificate will not be issued until such
time as the Rights become exercisable (which is referred to as the
"separation time"). 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 Bear Creek common shares which, when aggregated with its current
holdings, total 20% or more of the outstanding Bear Creek common
shares (determined in the manner set out in the Rights Plan) other
than as permitted under the Rights Plan. The Rights will
effectively permit holders, other than an Acquirer and such related
parties, to purchase common shares of the Company at a 50% discount
to their market price (as defined in the Rights Plan
Agreement).
The Rights Plan was not adopted by the Board in response to, or
in anticipation of, any offer or take-over bid. The Company has no
knowledge of any pending or threatened takeover bids for the
Company, and has no reason to believe that any takeover offer for
the Company's shares is imminent.
Additional details regarding the Rights Plan will be provided in
the Management Information Circular that will be available for
viewing on SEDAR and mailed to the shareholders of the Company
prior to the Company's upcoming annual meeting of shareholders
scheduled for June 2, 2016.
On behalf of the Board of Directors,
Andrew Swarthout
President and CEO
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.
Forward-Looking Statements:
This news release contains forward-looking statements and
information (collectively, "forward-looking statements") regarding
the terms and conditions and effect of the Rights Plan and the
Rights Plan Agreement. Forward-looking statements relate to future
events or future performance and by their very nature involve
inherent risks and uncertainties, both general and specific, and
risks exist that the estimates, forecasts, projections and other
forward-looking statements expressed herein will not be achieved or
that assumptions that underlie these statements do not reflect
future experience. All forward-looking statements are based on the
Company's current beliefs as well as various assumptions made by
and information currently available to it, including assumptions
regarding the Shareholder Rights Plan remaining in effect as
planned. While the forward-looking statements express management's
best estimates, objectives, predictions, expectations or beliefs at
the time they are made, a number of factors could cause the actual
outcomes to differ materially from those expectations expressed in
forward-looking statement and undue reliance should not be placed
on them. When relying on our forward-looking statements, investors
and others should carefully consider the foregoing factors and
other uncertainties and potential events. The Company does not
undertake to update any forward-looking statement, whether written
or oral, that may be made from time to time by the Company or on
behalf of the Company, except as required by law.
SOURCE Bear Creek Mining Corporation