ROUYN-NORANDA, QC, Dec. 23 /CNW Telbec/ - Visible Gold Mines Inc. (VGD: TSX Venture Exchange) announces that its Board of Directors has adopted a shareholder rights plan. The purpose of the Rights Plan is to provide the shareholders and Board of Directors of Visible Gold Mines with adequate time to consider and evaluate any unsolicited take-over bid, provide the Board of Directors with adequate time to identify, develop and negotiate value-enhancing alternatives, and encourage the fair treatment of Visible Gold Mines shareholders in connection with any take-over bid made for Visible Gold Mines shares. It will also prevent any person from acquiring beneficial ownership of, or the right to vote, more than 20% of the outstanding common shares while the Board of Directors' process is ongoing, or from entering into arrangements or relationships that have a similar effect.
The Rights Plan is in effect immediately for a period of three years, subject to approval by Visible Gold Mines shareholders at annual and special meeting to be held on January 29, 2010. Unless otherwise terminated in accordance with its terms, the Rights Plan will terminate at the close of business on the third anniversary of the date of the meeting upon which the Rights Plan was approved by Visible Gold Mines shareholders.
The rights issued under the Rights Plan will become exercisable only when a acquiring person and its affiliates, associates and joint actors acquires or announces its intention to acquire 20% or more of the outstanding shares of Visible Gold Mines without complying with the "Permitted Bid" provisions of the Right Plan or without approval of the Board of Directors of Visible Gold Mines. Following an acquisition of Visible Gold Mines shares otherwise prohibited by the Rights Plan, each right held by a person other than the acquiring person and its affiliates, associates and joint actors will, upon exercise, entitle the holder to purchase Visible Gold Mines common shares from treasury with a total market value equal to twice the exercise price of the rights for an amount in cash equal to the exercise price.
Under the Right Plan, a "Permitted Bid" is a bid made to all shareholders of Visible Gold Mines by way of a take-over bid circular and open for acceptance for not less than 60 days, subject to other usual conditions outlined in the Plan. If at the end of such 60-day period, at least 50% of the outstanding shares, other than those owned by the acquiring person and its affiliates, associates and joint actors, have been tendered, the acquiring person may take up and pay for the shares, but must extend the bid for a further ten days to allow other shareholders to tender their shares.
A copy of the Plan will be available shortly on SEDAR at www.sedar.com.
About Visible Gold Mines Inc.
Visible Gold Mines is a company focused on gold in the prolific Abitibi Gold Belt in Canada. The Company has 25,469,929 shares outstanding, no debt and cash liquidity of $1 million representing $0.04 per share.
This news release contains certain forward-looking statements. These forward-looking statements are subject to a variety of risks and uncertainties beyond the ability Visible Gold Mines to control or predict, which could cause actual events or results to differ material y from those anticipated in such forward-looking statements, including risks disclosed in filings with the Canadian securities regulators made by Visible Gold Mines. Accordingly, readers should not place undue reliance on forward-looking statements.
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 the release.
SOURCE Visible Gold Mines Inc.
For further information: For further information: Martin Dallaire, President and Chief Executive Officer, (819) 762-0609, Fax: (819) 762-0097, firstname.lastname@example.org; www.visiblegoldmines.com