Northgate Adopts Shareholder Rights Plan
Thursday March 11, 5:22 pm ET
VANCOUVER, British Columbia--(BUSINESS WIRE)--March 11, 2004--Northgate Exploration Limited ("Northgate") (TSX:NGX - News; AMEX:NXG - News) announced today that its Board of Directors has adopted a shareholder rights plan (the "Plan"), subject to all necessary regulatory and shareholder approvals. The Plan is designed to ensure the fair treatment of Northgate's shareholders in the event of a take-over bid for the common shares of Northgate and will provide the Board of Directors and Northgate's shareholders with more time to evaluate any unsolicited take-over bid and, if appropriate, to seek out other alternatives to maximize shareholder value.
The Plan was not adopted by the Board of Directors in response to a take-over bid or to any specific or threatened proposal from a third party to acquire control of Northgate.
The Plan is effective as of March 11, 2004 (the "Effective Date"), but in accordance with the requirements of the Toronto Stock Exchange, the shareholders will be asked to confirm the Plan at the next annual and extraordinary general meeting of Northgate's shareholders to be held on May 14, 2004. The Plan will be in effect until March 11, 2010, the sixth anniversary of the Effective Date, but must be reconfirmed by the shareholders at the 2007 annual general meeting.
At the close of business on the Effective Date, one right (a "Right") is issued and attaches to each common share of Northgate outstanding at that time. A Right will attach to each common share of Northgate issued after the Effective Date. If the shareholders do not confirm the Plan at the upcoming annual and extraordinary general meeting, the Plan and the Rights will terminate and cease to be effective.
The Plan is similar to shareholder rights plans adopted by a number of other Canadian companies. The Plan is not intended to block take-over bids. The Plan includes "Permitted Bid" provisions which do not invoke the dilutive effects of the Plan if a take-over bid is made by way of a take-over bid circular that remains open for a minimum of 60 days and is accepted by not less than 50 per cent of the common shares held by independent shareholders. The Plan will be invoked by an acquisition, other than pursuant to a Permitted Bid, of 20% or more of the outstanding common shares of Northgate or the commencement of a take-over bid that is not a Permitted Bid. Details of the Plan will be sent to Northgate's shareholders in the proxy circular for the upcoming annual and extraordinary general meeting.
Northgate also announced today that Brascan Financial Corporation ("Brascan") exercised 1,500,000 common share purchase warrants to acquire 1,500,000 common shares of Northgate at a price of Cdn$0.84 per common share for gross proceeds to Northgate of Cdn$1,260,000. The common share purchase warrants were issued to Brascan in 2000 as consideration for advisory services and financing provided by Brascan (then Trilon Financial Corporation) in connection with Northgate's acquisition of a 95% Royalty interest in the Kemess Mine.
Northgate Exploration Limited is a gold and copper mining company focused on operations and opportunities in North and South America. The Corporation's principal assets are the 300,000-ounce per year Kemess South mine in north-central British Columbia and the adjacent Kemess North deposit, which contains an indicated resource of 5.4 million ounces of gold and 2 billion pounds of copper and is currently the subject of a feasibility study. Northgate is listed on the Toronto Stock Exchange under the symbol NGX and on the American Stock Exchange under the symbol NXG.
biz.yahoo.com
I wonder if management felt they needed to do this before making the Kemess North feasibility study public.
Phil |
