VANCOUVER, BC, March 1 /CNW Telbec/ - GWR Resources Inc. ("GWR" or the
"Company") (TSX Venture: GWQ) announced that its Board of Directors have
adopted a Shareholder Rights Plan (the "Rights Plan").
The Rights Plan has been adopted by the Board of Directors to ensure fair
treatment of shareholders in connection with any take-over bid for the Company
and to provide the Board of Directors and shareholders with additional time to
fully consider any unsolicited take-over bid. The Rights Plan will also
provide the Board of Directors with more time to pursue, if appropriate, other
alternatives to maximize shareholder value.
The Rights Plan is subject to approval by the TSX Venture Exchange and to
approval by the shareholders of GWR at the 2007 annual and special meeting of
the shareholders to be held on March 23, 2007. If approved, the Rights Plan
will have an initial term of three years.
GWR is not adopting the Rights Plan in response to any specific proposal
to acquire control of the Company. The rights issued under the Rights Plan
will become exercisable only when a person, including its affiliates and
associates and persons acting jointly or in concert with it, acquires or
announces its intention to acquire beneficial ownership of shares which when
aggregated with its current holdings, total 20% or more of the outstanding
common shares of the Company (determined in the manner set out in the Rights
Plan) without complying with the "Permitted Bid" provisions of the Rights Plan
or without approval of the Board of Directors.
The Rights Plan is not intended to prevent take-over bids. Under the
Rights Plan, take-over bids that meet certain requirements intended to protect
the interests of all shareholders are deemed to be "Permitted Bids". Permitted
Bids must be made by way of a take-over bid circular prepared in compliance
with applicable securities laws and remain open for at least 60 days. In the
event a take-over bid is completed which does not meet the Permitted Bid
requirements of the Rights Plan, the rights will entitle shareholders, other
than the person making the take-over bid and its affiliates and associates and
persons acting jointly or in concert with it, to purchase additional common
shares of the Company at a substantial discount to the market price of the
common shares at that time.
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release.
For further information:
For further information: Irvin Eisler, President, (250) 546-8048;
Renmark Financial Communications Inc.: Jason Roy: firstname.lastname@example.org;
Maurice Dagenais: email@example.com, (514) 939-3989, Fax: (514)