GREY:BHNGF - Post by User
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deninsaskon Jan 31, 2007 10:30am
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Post# 12130569
Pele Mountain board approves............ NEWS
Pele Mountain board approves............ NEWSPele Mountain board approves poison pill
Pele Mountain Resources Inc (C:GEM)
Shares Issued 65,834,360
Last Close 1/30/2007 $1.09
Wednesday January 31 2007 - News Release
Mr. Al Shefsky reports
PELE MOUNTAIN ADOPTS SHAREHOLDER RIGHTS PLAN
Pele Mountain Resources Inc.'s board of directors has approved the adoption of a shareholder rights plan to be effective as of Jan. 31, 2007. The rights plan is designed to encourage the fair and equal treatment of shareholders in connection with any takeover bid for the outstanding securities of the company.
In approving the rights plan the company intends to: provide shareholders and the board of directors with adequate time to assess any takeover bid; to consider alternatives to a takeover bid as a means of maximizing shareholder value; to allow competing bids to emerge; and to provide shareholders with adequate time to properly assess a takeover bid without undue pressure. Pele's board of directors is not currently aware of any pending or threatened takeover bid for the company. The rights plan is similar to plans adopted by other Canadian companies and ratified by their shareholders.
Under the terms of the rights plan, one right will be issued by Pele in respect of each outstanding Pele common share at the close of business on Feb. 7, 2007, and in respect of each Pele common share issued thereafter. The rights issued under the rights plan become exercisable only if a person acquires or announces his/her intention to acquire 20 per cent or more of the common shares of the company without complying with the permitted bid provisions of the rights plan or without approval of Pele's board of directors.
Should such an acquisition occur, the holders of rights (other than the acquiring person or related persons) can purchase common shares of the company at a substantial discount to the prevailing market price (as defined in the rights plan) at the time the rights become exercisable.
Although effective as of Jan. 31, 2007, the rights plan is subject to ratification by the company's shareholders at the company's annual and special meeting of shareholders currently scheduled for March 9, 2007, and, if ratified, the rights plan must be confirmed at every third annual meeting thereafter. If not ratified at the company's meeting of shareholders scheduled for March 9, 2007, the rights plan and all of the rights outstanding at the time will terminate. The rights plan has been accepted for filing by the TSX Venture Exchange and is subject only to shareholder approval