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Vantex to Renew Its Shareholder Rights Plan


Published on 2013-03-28 09:46:38 - Market Wire
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March 28, 2013 12:30 ET

Vantex to Renew Its Shareholder Rights Plan

LA PRAIRIE, QUEBEC--(Marketwire - March 28, 2013) - Vantex Resources Ltd. (« Vantex » or « Company ») (TSX VENTURE:VAX) announces that its board of directors adopted a resolution to renew the Company's Shareholder Rights Plan (the « Plan ») initially adopted on October 21, 2010. Renewal of the plan will be submitted to a vote at Vantex special annual general meeting of shareholders that will take place on April 30, 2013. The Plan encourages fair treatment of shareholders should a take-over bid be made for Vantex, and will provide the Board of Directors of Vantex (the "Board") and the Shareholders more time to consider an unsolicited take-over bid for Vantex. The Plan is intended to discourage coercive or unfair take-over bids and gives the board time to pursue alternatives to maximize shareholder's value, if appropriate, in the event of an unsolicited take-over bid.

The Plan has not been adopted in response to, or in contemplation of, any specific proposal to acquire control of Vantex. The Plan is subject to acceptance by the TSX Venture Exchange and must be ratified by the Shareholders within six months of the effective date of the Plan. Unless otherwise terminated in accordance with its terms, the Plan will terminate at the close of the third Annual Meeting of Vantex Shareholders following the meeting at which the Plan is ratified by Shareholders, unless the Plan is reconfirmed and extended at such meeting.

The Board is of the view that the success of recent exploration campaigns on the Galloway property combined with the current bullish move in the price of gold might have created an environment where an opportunistic take-over offer could be made for Vantex. Such an offer may not be in the best interest of all Shareholders. Consequently, the Board of Directors has adopted a Shareholder Rights Plan, the benefits of which extend to Vantex Shareholders should an offer be made for Vantex.

The Rights issued under the Plan will become exercisable only when a person, including any party related to it, acquires or announces its intention to acquire 20% or more of the outstanding shares of Vantex without complying with the "Permitted Bid" provisions of the Plan or without approval of the Board. Should such acquisition occur, each right will, upon exercise, entitle a right holder other than the acquiring person or related persons to purchase shares of Vantex at a substantial discount to the market price at the time.

Under the Plan, a "Permitted Bid" is a bid made to all shareholders of Vantex and is open for acceptance for not less than 60 days. If, at the end of such 60 day period, at least 50% of the outstanding shares, other than those owned by the offeror or certain related parties, have been tendered, the offeror may take up and pay for the shares but must extend the bid for a further 10 days to allow other shareholders to tender.

The Plan is similar to other Shareholder Rights Plan recently adopted by several other Canadian companies and approved by their respective shareholders.

Financing completed

Following the completion of a first tranche of financing announced on March 8, 2013, management has not raised additional funds and confirms the final amount for this financing at $141,400. The financing is subject to the approval of the TSX Venture exchange.

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.



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