SCOTTSDALE, AZ, Aug. 6, 2014 /CNW Telbec/ - Chaparral Gold Corp. ("Chaparral" or the "Company") (TSX: CHL) announced today that the board of directors (the "Board") has adopted a Shareholder Rights Plan (the "Plan") to ensure that all of the Company's shareholders are treated fairly in any transaction involving a possible change of control of Chaparral.
The Plan does not prevent a take-over of Chaparral. The Plan discourages discriminatory, coercive or unfair take-overs of Chaparral and gives the Board time, if 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 Chaparral Shares. The Plan will help prevent a creeping take-over bid, in which a potential acquirer acquires a "blocking position" of shares in private transactions or market purchases sufficient to block any competitive take-over offers, thereby preventing a competitive take-over auction process.
Nick Appleyard, CEO of Chaparral, stated "This shareholder rights plan is designed to ensure a fair and transparent process for any potential future transactions. The Plan does not in any way hinder an acceptable bidder for Chaparral and at the Board's discretion the Plan can be waived. We will now continue our negotiations with the U.S. Environmental Protection Agency, as we see this as the first step in the process of unlocking value in the Company."
Pursuant to the Plan, the Board has authorized the distribution of one share purchase right (a "Right") for each outstanding common share of the Company, effective at the close of business on August 5, 2014. Each Right is initially attached to and will trade with the Chaparral share in respect of which it was issued. The issuance of the Rights will not change the manner in which shareholders currently trade their Chaparral shares.
The Rights will separate from the Chaparral shares to which they are attached and become exercisable at the "Separation Time", which occurs following the date a person or a group acting in concert (an "Acquiror") makes or announces an intention to make a take-over bid, or otherwise acquires 20% or more of the outstanding common shares of the Company, other than as an acquisition structured as a Permitted Bid (as such term is defined in the Plan). The Plan provides that the Separation Time may be deferred by the Board.
In the event of an acquisition of 20% or more of the outstanding common shares of the Company by a an Acquiror, other than by way of a Permitted Bid, each Right will entitle the holder thereof, other than the Acquiror, to acquire common shares of the Company at a 50% discount to the then-current market price.
In order for a take-over bid to qualify as a Permitted Bid under the Plan, the bid must provide that no shares will be taken up under the bid for a period of at least 60 days after the bid is commenced. A Permitted Bid must also satisfy certain other conditions, including that more than 50% of the outstanding common shares held by persons unrelated to the bidder must be deposited pursuant to the bid and not withdrawn before any common shares may be taken up under the bid and paid for, and that, in the event that such number of shares are deposited, the bidder will make a public announcement of that fact and the bid will remain open for deposits of common shares for not less than ten business day following the date of such public announcement.
The Company intends to submit the Plan for approval by the Company's shareholders within six months. The Plan also remains subject to regulatory approval, including the approval of the Toronto Stock Exchange. The foregoing summary of certain terms of the Plan is qualified in its entirety by reference to the text of the Plan, which will be available on SEDAR, at www.sedar.com.
About Chaparral Gold
Chaparral is a Nevada-focused precious metals company actively permitting the 100%-owned Gemfield deposit at the Goldfield property, in central Nevada. In addition, Chaparral holds a 100% interest in the advanced-stage Converse property, also located in Nevada.
Some of the statements contained in this release are "forward-looking statements" within the meaning of Canadian securities law requirements, including statements relating to regulatory and shareholder approval of the Plan and negotiations with the Environmental Protection Agency. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from anticipated results include risks and uncertainties relating to obtaining receipt of shareholder approval of the Plan. Except as required pursuant to applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
SOURCE: Chaparral Gold Corp
For further information:
In North America:
Tel: 1 480 483 9932
Renmark Financial Communications
Tel: 1 514 939 3989
Tel: +41 44 853 00 47
Or email the Company at: [email protected]
Web Site: www.chaparralgold.com