Extorre Adopts Shareholder Rights Plan
May 25 2012 - 2:35PM
Marketwired
Extorre Gold Mines Limited's (NYSE Amex:XG) (NYSE MKT:XG) (TSX:XG)
(FRANKFURT:E1R) ("Extorre" or the "Company) board of directors has
approved the adoption of a Shareholder Rights Plan (the "Plan").
The Plan is effective as of today but is subject to shareholder
ratification within six months in order to remain in place.
The purpose of the Plan is to provide shareholders and the
Company's Board of Directors with adequate time to consider and
evaluate any unsolicited bid made for the Company, to provide the
Board with adequate time to identify, develop and negotiate
value-enhancing alternatives, if considered appropriate, to any
such unsolicited bid, to encourage the fair treatment of
shareholders in connection with any take-over bid for the Company
and to ensure that any proposed transaction is in the best
interests of the Company's shareholders.
Effective May 25, 2012, rights (the "Rights") were issued and
attached to all Extorre common shares. A separate Rights
certificate will not be issued until such time as the Rights become
exerciseable. The Rights 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 Plan), other than by a Permitted Bid (as
described in the Plan). Following the acquisition of more than 20%
of the Extorre outstanding common shares by any person (and its
affiliates, associates and joint actors), except for a Permitted
Bid, each Right held by a person other than the acquiring person
(and its affiliates, associates and joint actors) would, upon
exercise, entitle the holder to purchase Extorre common shares at a
substantial discount to their then prevailing market price.
Permitted Bids under the Plan must meet the following conditions,
among others: it is made by way of a take-over bid circular
prepared in compliance with applicable securities laws, made to all
shareholders of the Company for all common shares, and must remain
open for a minimum of 60 days.
A copy of the Plan was provided to the Toronto Stock Exchange
(the "TSX"). The TSX has accepted notice for filing of the Plan
subject to, among other things, evidence of shareholder approval of
the Plan within six months and public disclosure of this news
release. The Company intends to hold a shareholders' meeting to
approve the Plan within six months.
A copy of the Plan is available on SEDAR at www.sedar.com and on
the Company's web page.
About Extorre
Extorre is a Canadian public company listed on the Toronto and
NYSE MKT (formerly AMEX) Exchanges (symbol XG). The principal
assets of the Company are comprised of CDN $27 million in cash and
the Cerro Moro, Puntudo and Don Sixto projects in Argentina.
You are invited to visit the Extorre web site at
www.extorre.com.
NEITHER THE TSX NOR ITS REGULATION SERVICES PROVIDER (AS THAT
TERM IS DEFINED IN THE POLICIES OF THE TSX EXCHANGE) ACCEPTS
RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS
RELEASE
Contacts: Extorre Gold Mines Limited Mr. Trevor Mulroney
President and Chief Executive Officer 604.681.9512 or Toll-free:
1.888.688.9512 604.688.9532 (FAX)extorre@extorre.com Extorre Gold
Mines Limited Rob Grey VP Corporate Communications 604.681.9512 or
Toll-free: 1.888.688.9512 604.688.9532 (FAX)extorre@extorre.com
Extorre Gold Mines Limited Suite 1660, 999 West Hastings St.
Vancouver, BC Canada V6C 2W2 604.681.9512 or Toll-free:
1.888.688.9512 604.688.9532 (FAX)extorre@extorre.com