/NOT FOR DISTRIBUTION IN THE UNITED STATES OR FOR DISSEMINATION TO US
NEWS WIRE SERVICES/
TORONTO, Feb. 9 /CNW/ - African Aura Resources Ltd. ("African Aura" or
the "Company", TSX-V: AAZ) announces that its board of directors (the "Board")
has approved the adoption of a shareholder rights plan (the "Rights Plan"),
effective February 9, 2009, which is similar to existing shareholder rights
plans adopted by other reporting issuers in Canada. The Board adopted the
Rights Plan to ensure the fair and equal treatment of all shareholders in
connection with any take-over bid for the Company, including the unsolicited
take-over bid by Northern Financial Corporation ("Northern"), and to ensure
that the Board has adequate time to assess and respond to Northern's
unsolicited take-over bid and any alternative proposals. The Rights Plan is
subject to regulatory acceptance. A copy of the Rights Plan is being filed on
SEDAR at www.sedar.com, under the Company's profile.
The Rights Plan is not intended to prevent take-over bids. Instead, the
objectives of the Rights Plan are to ensure, to the extent possible, that all
shareholders of the Company are treated equally and fairly in connection with
any take-over bid for the Company. The Rights Plan discourages discriminatory,
coercive or unfair take-overs of the Company and gives the Board time if, in
the circumstances, the Board determines it is appropriate to take such time,
to pursue alternatives to maximize shareholder value in the event an
unsolicited take-over bid is made for all or a portion of the outstanding
common shares of the Company (the "Common Shares").
In order to implement the adoption of the Rights Plan, the Board
authorized the issuance of one right (a "Right") in respect of each Common
Share outstanding at the close of business on February 9, 2009 (the "Record
Time"). In addition, the Board authorized the issuance of one Right in respect
of each additional Common Share issued after the Record Time. The Rights trade
with and are represented by Common Share certificates, including certificates
issued prior to the Record Time. Until such time as the Rights separate from
the Common Shares and become exercisable, Rights certificates will not be
distributed to shareholders.
Under the terms of the Rights Plan, if a person, or a group acting in
concert, acquires (other than pursuant to an exemption available under the
Rights Plan) Beneficial Ownership (as defined in the Rights Plan) of 20% or
more of the Common Shares, Rights (other than those held by such acquiring
person which will become void) will separate from the Common Shares and permit
the holder thereof to purchase Common Shares at a 50% discount to their market
price. A person, or a group acting in concert, who is the Beneficial Owner (as
defined in the Rights Plan) of 20% or more of the outstanding Common Shares as
of the Record Time is exempt from the dilutive effects of the Rights Plan
provided such person (or persons) does not increase its Beneficial Ownership
by more than 1% (other than in accordance with the terms of the Rights Plan).
At any time prior to the Rights becoming exercisable, the Board may waive the
operation of the Rights Plan with respect to certain events before they occur.
The issuance of the Rights is not dilutive until the Rights separate from
the underlying Common Shares and become exercisable or until the exercise of
the Rights. The issuance of the Rights will not change the manner in which
shareholders currently trade their Common Shares.
The Board did not adopt the Rights Plan to prevent a take-over of the
Company, to secure the continuance of management or the directors in their
respective offices or to deter fair offers for the Common Shares.
The Rights Plan and all outstanding Rights will lapse and be void and of
no further force and effect on August 9, 2009, unless the Rights Plan is
extended by a majority of votes cast by holders of voting shares held by
independent shareholders who vote in respect of extension of the Rights Plan
at a meeting of holders of voting shares held on or before such date.
As its stands, Northern's offer is not a Permitted Bid (as defined in the
Rights Plan). Pursuant to the Rights Plan, the Rights will separate from the
Common Shares at the Separation Time (as defined in the Rights Plan), which,
given that Northern's offer is not a Permitted Bid, will be the close of
business on February 18, 2009 or such later date as may be determined by the
Board. At the Separation Time, the Rights will separate from the Common
Shares, become exercisable and a Rights certificate will be mailed to each
holder of record of Common Shares as of the Separation Time.
Given the Board's desire to conserve cash and focus on maximizing
shareholder value, the Board has exercised its discretion under the Rights
Plan to delay the Separation Time until the earlier of: (i) Northern becoming
the Beneficial Owner of 20% or more of the outstanding Commons Shares (in
effect, an "Acquiring Person" under the Rights Plan); and (ii) 5:00 p.m.
(Toronto time) on Thursday, March 12, 2009. This means that the Rights are not
yet exercisable, nor will Rights Certificates be issued at this time.
About African Aura
African Aura is a mineral exploration company with significant iron ore
and gold projects in Cameroon and Liberia. African Aura trades on the TSX-V
under the symbol AAZ.
African Aura has a 'first-mover' exploration strategy, focused on the
discovery of economic gold, iron and uranium deposits in sub-Saharan Africa.
The Company has established a significant portfolio of gold properties within
Archaean greenstone and Proterozoic volcano-sedimentary belts, including its
flagship Batouri gold project in Cameroon where a maiden gold resource is
anticipated in 2009. The Company's portfolio also includes the 12 km long
Djoum iron project in Cameroon which has returned average grades of 54% Fe
from a 3km long section tested to date. African Aura trades on the TSX-V under
the symbol AAZ. More information can be found on line at www.african-aura.com
or by email at: firstname.lastname@example.org
For more information concerning the Company, please visit our website at:
www.african-aura.com and SEDAR's website at: www.sedar.com or contact the
Company directly, including by email at email@example.com.
Neither 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.
For further information:
For further information: African Aura Resources Ltd, John Gray, Chief
Executive, Tel: +44 (0) 207 239 4722, John.firstname.lastname@example.org,
www.african-aura.com, Cell: +44 (0) 779 616 7811