Just a ReminderThis talk of takeover is premature and certainly not aligned to current shareholder interest. However, in this environment, you just never know, so time to review the NR from August 16/2011:
https://www.probemines.com/s/News_Releases.asp?ReportID=414656&_Type=News-Releases&_Title=Probe-Mines-Initiates-Shareholder-Rights-Plan
Toronto, August 16, 2010 -- The Directors of PROBE MINES LIMITED (TSX-V:PRB) ("Probe") are pleased to announce that its board of directors (the"Board") has approved the
adoption of a shareholder right plan (the"Plan") dated August 16, 2010.
The purpose of the Plan is to provide both shareholders and the Boardsufficient time to adequately consider a take-over bid and to allow forcompeting and alternative proposals to emerge during the period betweenthe announcement of the proposed take-over bid and the period of reviewallowed within the Plan. The Plan is similar to those adopted by otherCanadian public companies, and Probe is currently unaware of any partycontemplating or preparing a proposal to acquire control of the Company.
"The Board is of the view that the unrealized potential of the shareprice of Probe Mines might have created an environment where anopportunistic takeover offer could be made for Probe Mines. Such anoffer may not be in the best interests of all shareholders.Consequently, the Board has taken a pro-active approach and implemented ashareholder rights plan, the benefits of which extend to ourshareholders, should an offer be made for Probe Mines," said DavidPalmer, President of Probe Mines.
At the close of business on August 16, 2010 existing shareholders of theCompany were granted "Rights" to acquire additional common shares. TheRights were granted for no cash or non-cash consideration. TheseRights are attached to each share as long as the Plan remains in effect.Each subsequent shareholder who invests in the Company's common shareswill also be entitled to the Rights for no consideration.
The value of these Rights are that they allow shareholders, other thanthe take-over bidder, to purchase, at the Exercise Price one commonshare of the Company for each common share held. This Right istriggered only if a party acquires or announces its intention to acquire20% or more of the outstanding shares of the Company and this proposedacquisition does not meet the Permitted Bid requirements set forthwithin the Plan. Under the Plan, only bids that meet certain specificrequirements intended to protect the interests of all shareholders willqualify as Permitted Bids. Permitted Bids must be made to allshareholders of the Company, must remain open for 60 days and must bemade by way of a take-over bid circular prepared in compliance withapplicable securities laws.
The Board's approval of the Plan is subject to the TSX VentureExchange's acceptance and the ratification by the shareholders of theCompany at the annual meeting of shareholders of the Company scheduledfor October 7, 2010. Unless otherwise terminated in accordance with itsterms, the Plan will terminate at the close of the third annual meetingof Probe shareholders, following the meeting at which the Plan isratified by shareholders, unless the Plan is reconfirmed and extended atsuch meeting.
All capitalized terms within this press release without definition havethe meanings attributed to them in the Plan. The shareholder rights planwill be available on SEDAR shortly for those shareholders who wish toview the document in its entirety.