The "Plan"
posted on
Mar 22, 2012 12:21PM
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 Board sufficient time to adequately consider a take-over bid and to allow for competing and alternative proposals to emerge during the period between the announcement of the proposed take-over bid and the period of review allowed within the Plan. The Plan is similar to those adopted by other Canadian public companies, and Probe is currently unaware of any party contemplating or preparing a proposal to acquire control of the Company.
"The Board is of the view that the unrealized potential of the share price of Probe Mines might have created an environment where an opportunistic takeover offer could be made for Probe Mines. Such an offer may not be in the best interests of all shareholders. Consequently, the Board has taken a pro-active approach and implemented a shareholder rights plan, the benefits of which extend to our shareholders, should an offer be made for Probe Mines," said David Palmer, President of Probe Mines.
At the close of business on August 16, 2010 existing shareholders of the Company were granted "Rights" to acquire additional common shares. The Rights were granted for no cash or non-cash consideration. These Rights are attached to each share as long as the Plan remains in effect. Each subsequent shareholder who invests in the Company's common shares will also be entitled to the Rights for no consideration.
The value of these Rights are that they allow shareholders, other than the take-over bidder, to purchase, at the Exercise Price one common share of the Company for each common share held. This Right is triggered only if a party acquires or announces its intention to acquire 20% or more of the outstanding shares of the Company and this proposed acquisition does not meet the Permitted Bid requirements set forth within the Plan. Under the Plan, only bids that meet certain specific requirements intended to protect the interests of all shareholders will qualify as Permitted Bids. Permitted Bids must be made to all shareholders of the Company, must remain open for 60 days and must be made by way of a take-over bid circular prepared in compliance with applicable securities laws.
The Board's approval of the Plan is subject to the TSX Venture Exchange's acceptance and the ratification by the shareholders of the Company at the annual meeting of shareholders of the Company scheduled for October 7, 2010. Unless otherwise terminated in accordance with its terms, the Plan will terminate at the close of the third annual meeting of Probe shareholders, following the meeting at which the Plan is ratified by shareholders, unless the Plan is reconfirmed and extended at such meeting.