/NOT FOR DISSEMINATION IN THE UNITED STATES OR TO ANY UNITED STATES NEWS
TORONTO, March 28 /CNW/ - Carpathian Gold Inc. (TSX: CPN), ("Carpathian"
or "the Company") today announced that its Board of Directors has approved the
adoption of a shareholder rights plan (the "Rights Plan") designed to
encourage the fair and equal treatment of shareholders in connection with any
take-over bid for the outstanding securities of the Company. The Rights Plan
is intended to provide the Board of Directors with adequate time to assess a
take-over bid, to consider alternatives to a take-over bid as a means of
maximizing shareholder value, to allow competing bids to emerge, and to
provide Carpathian's shareholders with adequate time to properly assess a
take-over bid without undue pressure. Carpathian's Board of Directors is not
currently aware of any pending or threatened take-over bid for the Company.
The Rights Plan is similar to plans adopted by other Canadian companies and
ratified by their shareholders.
Under the terms of the Rights Plan, one right (a "Right") will, subject
to the terms of the Rights Plan, be issued by Carpathian in respect of each
outstanding Carpathian common share (the "Common Shares") at the close of
business today and in respect of each Common Share issued thereafter. The
Rights issued under the Rights Plan become exercisable only if a person
acquires 20% or more of the Common Shares without complying with the
"permitted bid" provisions of the Rights Plan or without the approval of
Carpathian's Board of Directors.
Should such an acquisition occur, Rights holders (other than the
acquiring person or related persons) could purchase Common Shares at one-half
of the prevailing market price of the Common Shares (as defined in the Rights
Plan) at the time the Rights become exercisable.
For a bid to be a "permitted bid" under the Rights Plan it (i) must be
made to all holders of Common Shares, (ii) must be open for acceptance for a
minimum of 60 days and (iii) at least 50% of the outstanding Common Shares
must have been tendered and not withdrawn, after which the bidder may take-up
the shares, but the bidder must make a public announcement of that take-up and
extend the bid for a further 10 days to allow other shareholders to tender to
Although effective as of today, the Rights Plan is subject to
ratification by Carpathian's shareholders at the Company's annual and special
meeting of shareholders to be held on May 10th, 2007 and, if ratified, the
Rights Plan must be confirmed at every third annual shareholders meeting
thereafter. If not ratified within six months from today, the Rights Plan and
all of the Rights outstanding at that time will automatically terminate.
The Rights Plan is also subject to acceptance by the TSX. A copy of the
Rights Plan is available for viewing on SEDAR at www.sedar.com, and can also
be obtained from Carpathian upon a written request.
Carpathian Gold Inc. is a Canadian mineral exploration company focused on
gold exploration on its properties in Romania.
The TSX Exchange does not accept responsibility for the adequacy or
accuracy of this news release.
For further information:
For further information: Dino Titaro, President & CEO, or Mike O'Brien,
Manager Investor Relations, Tel. (416) 368-7744 (CAN), Fax. (416) 260-2243
(CAN), e-mail: email@example.com, Website: www.carpathiangold.com; Eric
Leboeuf, Investor Relations, Montreal, Tel. (514) 341-0408 or 1-866-460-0408,
Fax. (514) 341-1527, e-mail: firstname.lastname@example.org; Paul Hilton, Investor
Relations, U.K., Tel. +44-207-881-0180, Fax. +44-0207-881-0181, e-mail: