TORONTO, March 14 /CNW/ - Gold Eagle Mines Ltd. (TSX: GEA),
(OTCBB:GEAFF), ("Gold Eagle" 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 Gold Eagle's shareholders with adequate time to
properly assess a take-over bid without undue pressure. Gold Eagle's Board of
Directors are 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 be issued
by Gold Eagle in respect of each outstanding Gold Eagle common share at the
close of business today and in respect of each Gold Eagle common share issued
thereafter (subject to the terms of the Rights Plan). The Rights issued under
the Rights Plan become exercisable only if a person acquires or announces its
intention to acquire 20% or more of the common shares of the Company without
complying with the "permitted bid" provisions of the Rights Plan or without
the approval of Gold Eagle's Board of Directors.
Should such an acquisition occur, Rights holders (other than the
acquiring person or related persons) can purchase common shares of the Company
at a substantial discount to the prevailing market price (as defined in the
Rights Plan) at the time the Rights become exercisable.
"Permitted bids" under the Rights Plan must be made to all holders of
Gold Eagle's common shares and must be open for acceptance for a minimum of
60 days. If at the end of 60 days at least 50% of the outstanding common
shares other than those owned by the offer and certain related parties have
been tendered and not withdrawn, the bidder may take-up and pay for the shares
but must extend the bid for a further 10 days to allow other shareholders to
tender to the bid.
Although effective as of today, the Rights Plan is subject to
ratification by Gold Eagle's shareholders at Gold Eagle's annual meeting of
shareholders scheduled for June 5th, 2007 and, if ratified, the Rights Plan
must be confirmed at every third annual meeting thereafter. If not ratified
within six months from today, the Rights Plan and all of the Rights
outstanding at the time will terminate.
A copy of the Rights Plan is available for viewing on SEDAR at
www.sedar.com, and can also be obtained from Gold Eagle upon a written
About Gold Eagle
Gold Eagle Mines Ltd is a Canadian based junior natural resource company
developing a significant new gold discovery in the prolific Red Lake gold
camp, located in Northern Ontario, Canada.
The statements made in this News Release may contain forward-looking
statements that may involve a number of risks and uncertainties. Actual events
or results could differ materially from the Company's expectations and
projections. Accordingly, readers should not place undue reliance on
forward-looking statements. For a more detailed discussion of such risks and
other factors, refer to Gold Eagle's filings with Canadian securities
regulators available on www.sedar.com or the Company's website at
The Toronto Stock Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release and the
information contained herein.
For further information:
For further information: please feel free to contact our offices at:
Tel: (416) 867-8998, Fax: (416) 867-9393, www.goldeaglemines.com