Otis Adopts Shareholder Rights Plan
16 Octobre 2012 - 5:27PM
Marketwired Canada
Otis Gold Corp. (TSX VENTURE:OOO)(OTCQX:OGLDF)(PINKSHEETS:OGLDF) ("Otis" or the
"Company") is pleased to announce that its Board of Directors has adopted a
shareholder rights plan (a "Shareholder Rights Plan"), effective immediately,
subject to shareholder and TSX-V approval.
The Board, in light of the Company's low market valuation and pre-existing
market conditions, has adopted the Shareholder Rights Plan as a cautionary
measure. The Company has not been approached by anyone regarding a takeover and
is currently not aware of any situations that would trigger the implementation
of the Shareholder Rights Plan. The purpose of the Shareholder Rights Plan is to
provide shareholders and the Board with adequate time to consider and evaluate
any unsolicited bids made for the Company, to provide the Board with adequate
time to identify, develop and negotiate value-enhancing alternatives if
considered appropriate, to encourage the fair treatment of shareholders, and to
ensure that any proposed transaction is in the best interests of the Company.
The rights issued under the Shareholder Rights Plan will become exercisable only
if a person, together with its affiliates, associates and joint actors, acquires
or announces its intention to acquire beneficial ownership of shares which, when
aggregated with its current holdings, total 20% or more of the Company's
outstanding common shares (determined in the manner set out in the Shareholder
Rights Plan), other than by a permitted bid. Permitted bids must be made by way
of a take-over bid circular prepared in compliance with applicable securities
laws and, among other things, must remain open for 60 days. If a take-over bid
does not meet the permitted bid requirements of the Shareholder Rights Plan, the
rights will entitle shareholders, other than any shareholder or shareholders
making the take-over bid, to purchase one additional common share of the Company
at a 50% discount to the market price of the common shares at that time.
The Company will seek shareholder approval of the Shareholder Rights Plan at its
next annual general meeting of shareholders, scheduled to be held in December,
2012.
About the Company
Otis is a resource company focused on the acquisition, exploration, and
development of precious metal deposits in Idaho, USA. Otis is currently
developing its flagship property, the Kilgore Gold Project, located in Clark
County, Idaho.
Forward Looking Statement
This document contains certain forward looking statements which involve known
and unknown risks, delays, and uncertainties not under the corporations control
which may cause actual results, performance or achievements of the corporation's
to be materially different from the results, performance or expectation implied
by these forward looking statements.
ON BEHALF OF THE BOARD
Craig T. Lindsay, President and CEO
This news release does not constitute an offer to sell or a solicitation of an
offer to sell any securities in the United States. The securities have not been
and will not be registered under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act") or any state securities laws and may not be
offered or sold within the United States or to U.S. Persons unless registered
under the U.S. Securities Act and applicable state securities laws or an
exemption from such registration is available.
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