Noront Resources Adopts Shareholder Rights Plan
September 10 2010 - 3:34PM
PR Newswire (Canada)
TORONTO, Sept. 10 /CNW/ -- ------------------------------------
Symbol: NOT:TSX-V Shares Outstanding: 176,058,641 Fully Diluted:
187,042,368 ------------------------------------ TORONTO, Sept. 10
/CNW/ - Noront Resources Ltd. ("Noront" or the "Company") (TSX
Venture: NOT) announced today that it has entered into a
shareholder rights plan (the "Plan"), subject to all necessary
regulatory and shareholder approval. The Plan is designed to ensure
that the Company's shareholders are treated fairly in the event of
a take-over bid for the Company's common shares and that the
Company's Board of Directors and shareholders will have adequate
time to evaluate any unsolicited take-over bid and, if appropriate,
to evaluate and pursue other alternatives to maximize shareholder
value. The Plan was not adopted in response to any actual or
threatened take-over bid or other proposal from a third party to
acquire control of the Company. The Plan is effective as of
September 9, 2010 (the "Effective Date"). The Plan has received the
approval of the TSX Venture Exchange, which is conditional upon the
Company's shareholders confirming the Plan at the annual general
and special meeting of shareholders to be held on October 19, 2010.
If approved by shareholders, the Plan will be in effect until the
sixth anniversary of the Effective Date, but must be reconfirmed by
shareholders at the 2013 annual general meeting. At the close of
business on the Effective Date, one right (a "Right") will be
issued and attached to each common share of the Company outstanding
at that time. A Right will also attach to each common share of the
Company issued after the Effective Date. If shareholders do not
confirm the Plan at the upcoming general meeting, the Plan and the
Rights will terminate and cease to be effective. The Plan is
similar to shareholder rights plans recently adopted by several
other Canadian companies. The Plan is not intended to block
take-over bids. The Plan includes "Permitted Bid" provisions which
will prevent the dilutive effects of the Plan from operating if a
take-over bid is made by way of a take-over bid circular that,
among other things, remains open for a minimum of 60 days and is
accepted by a specified proportion of the common shares held by
independent shareholders. The Plan will be triggered by an
acquisition, other than pursuant to a Permitted Bid, of 20% or more
of the outstanding common shares of the Company Wesley (Wes) Hanson
President & Chief Executive Officer FORWARD LOOKING STATEMENTS
This release contains "forward-looking statements" within the
meaning of applicable Canadian securities legislation, including
predictions, projections and forecasts. Forward-looking statements
include, but are not limited to, statements that address
activities, events or developments that the Company expects or
anticipates will or may occur in the future, including such things
as future business strategy, competitive strengths, goals,
expansion, growth of the Company's businesses, operations, plans
and with respect to exploration results, the timing and success of
exploration activities generally, permitting time lines, government
regulation of exploration and mining operations, environmental
risks, title disputes or claims, limitations on insurance coverage,
timing and possible outcome of any pending litigation and timing
and results of future resource estimates or future economic
studies. Often, but not always, forward-looking statements can be
identified by the use of words such as "plans", "planning",
"planned", "expects" or "looking forward", "does not expect",
"continues", "scheduled", "estimates", "forecasts", "intends",
"potential", "anticipates", "does not anticipate", or "belief", or
describes a "goal", or variation of such words and phrases or state
that certain actions, events or results "may", "could", "would",
"might" or "will" be taken, occur or be achieved. Forward-looking
statements are based on a number of material factors and
assumptions, including, the result of drilling and exploration
activities, that contracted parties provide goods and/or services
on the agreed timeframes, that equipment necessary for exploration
is available as scheduled and does not incur unforeseen break
downs, that no labour shortages or delays are incurred, that plant
and equipment function as specified, that no unusual geological or
technical problems occur, and that laboratory and other related
services are available and perform as contracted. Forward-looking
statements involve known and unknown risks, future events,
conditions, uncertainties and other factors which may cause the
actual results, performance or achievements to be materially
different from any future results, prediction, projection,
forecast, performance or achievements expressed or implied by the
forward-looking statements. Such factors include, among others, the
interpretation and actual results of current exploration
activities; changes in project parameters as plans continue to be
refined; future prices of gold; possible variations in grade or
recovery rates; failure of equipment or processes to operate as
anticipated; the failure of contracted parties to perform; labour
disputes and other risks of the mining industry; delays in
obtaining governmental approvals or financing or in the completion
of exploration, as well as those factors disclosed in the Company's
publicly filed documents. Although Noront has attempted to identify
important factors that could cause actual actions, events or
results to differ materially from those described in
forward-looking statements, there may be other factors that cause
actions, events or results not to be as anticipated, estimated or
intended. There can be no assurance that forward-looking statements
will prove to be accurate, as actual results and future events
could differ materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on
forward-looking statements. Neither TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release. %SEDAR: 00003339E Wes
Hanson, President and CEO at (416) 367-1444, or visit Noront's
website at: http://www.norontresources.com
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