FPC Falco Resources Ltd

Falco Pacific Resource Group Inc. ("Falco") (TSX VENTURE: FPC) announced today
that its Board of Directors has adopted a new shareholder rights plan ("Rights
Plan").


The Rights Plan is intended to achieve three objectives in the event of an
unsolicited take-over bid for the shares of Falco: (1) ensure that Falco
shareholders are treated fairly in connection with any such take-over bid, (2)
give all shareholders and the Board adequate time to evaluate any such take-over
bid, and (3) provide the Board adequate time to identify and negotiate
value-enhancing alternatives, as considered appropriate. "The Rights Plan is not
intended to prevent a change of control of Falco to the detriment of
shareholders," said Trent Mell, President and CEO. "Rather, we want to ensure
that the future of Falco is decided by a fair process that will protect the
rights and determine the wishes of all our shareholders."


The Board has approved the Rights Plan, which authorizes the issue of one right
for each common share of Falco outstanding at 4:00 p.m. (Toronto time) today and
each common share issued thereafter. The rights will become exercisable if at
any time following the adoption of this Rights Plan a person, together with its
affiliates, associates and joint actors, acquires beneficial ownership of common
shares which, when aggregated with its holdings, total 15% or more of the
outstanding common shares of Falco (determined in the manner set out in the
Rights Plan). Following any such acquisition, each right held by a person other
than the acquiring person and its affiliates and joint actors would, upon
exercise, entitle the holder to purchase common shares at a substantial discount
to the market price of the shares at that time. 


The Board has the discretion to defer the time at which the rights become
exercisable, to waive the application of the Rights Plan and to amend the Rights
Plan.


The Rights Plan permits the acquisition of control of Falco through a "permitted
bid", a "competing permitted bid" or a negotiated transaction. A permitted bid
is one that, among other things, is made to all holders of common shares for all
of their shares, is open for a minimum of 60 days and is subject to an
irrevocable minimum tender condition of at least 50% of the common shares held
by independent shareholders.


To the best of the Board's knowledge, no existing shareholder of Falco owns
greater than 15% of the outstanding common shares of Falco.


Falco is not aware of any specific take-over bid for the common shares of Falco
or any intention on the part of any party to make such a take-over bid.


The Board considered a number of factors in adopting the Rights Plan. Given
recent weakness in the share prices of many junior mining companies including
Falco, the Board believes that there is a material risk of an opportunistically
timed take-over bid. The Board believes that the Rights Plan benefits
shareholders by providing a substantially greater opportunity to run a value
maximizing auction process in the event that Falco is put in play through a
hostile take-over bid.


Although effective as of today, the Rights Plan is subject to TSX Venture
Exchange approval. The Rights Plan will be submitted to Falco shareholders for
ratification at the Annual and Special Meeting to be held later this year. If
the Rights Plan is not ratified by shareholders, the Rights Plan and any rights
issued pursuant to it will terminate. If the Rights Plan is ratified, it will
continue in effect until the third annual meeting of shareholders thereafter. A
copy of the Rights Plan will be available shortly on SEDAR at www.sedar.com.
Falco's existing shareholder rights plan, which was approved by shareholders on
December 5, 2013, will terminate at the upcoming shareholders' meeting if the
Rights Plan is ratified by shareholders.


About Falco
Falco is a mineral exploration and development company and owner of mineral
rights to 14 former mines within a 700 km2 land package in the Rouyn-Noranda
mining camp in Quebec, Canada. Falco's principal property is the Horne mine
complex, which was operated by Noranda from 1927 to 1976 and produced 11.6
million ounces of gold and 2.5 billion pounds of copper. A maiden 43-101 mineral
resource estimate for the Horne 5 deposit delineated an inferred resource
totaling 25.3 million tonnes grading 2.64 g/t Au, 0.23% Cu and 0.7% Zn, for 2.2
Moz Au contained (see March 4, 2014 news release for more details).


Neither the 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 press release.


Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements and forward-looking
information (together, "forward-looking statements") within the meaning of
applicable securities laws and the United States Private Securities Litigation
Reform Act of 1995 concerning future performance and operations of the Company,
including the ratification of the Rights Plan by shareholders and the acceptance
of the Rights Plan by the TSX Venture Exchange, as well as management's
objectives, strategies, beliefs and intentions. All statements, other than
statements of historical facts, are forward-looking statements. Generally,
forward-looking statements can be identified by the use of terminology such as
"plans", "expects", "estimates", "intends", "anticipates", "believes" or
variations of such words, or statements that certain actions, events or results
"may", "could", "would", "might", "will be taken", "occur" or "be achieved".
Forward-looking statements involve risks, uncertainties and other factors that
could cause actual results, performance, prospects and opportunities to differ
materially from those expressed or implied by such forward-looking statements.
Factors that could cause actual results to differ materially from these
forward-looking statements include the reliability of the historical data
referenced in this press release and those risks set out in Falco's public
documents, including in each management discussion and analysis, filed on SEDAR
at www.sedar.com. Although Falco believes that the assumptions and factors used
in preparing the forward-looking statements are reasonable, undue reliance
should not be placed on these statements, which only apply as of the date of
this news release, and no assurance can be given that such events will occur in
the disclosed times frames or at all. Except where required by applicable law,
Falco disclaims any intention or obligation to update or revise any
forward-looking statement, whether as a result of new information, future events
or otherwise. 



FOR FURTHER INFORMATION PLEASE CONTACT: 

For further information contact:

Mr. Dean Linden 
Senior Vice President                          
Business Development                         
Ph: 1.425.449.9442                            
dlinden@falcopacific.com                     

Ms. Deanna Kress
Corporate Communications
Ph: 1.604.336.6346
Toll Free: 1.855.238.4671
dkress@falcopacific.com

Falco Resources (TSXV:FPC)
Historical Stock Chart
From Oct 2024 to Nov 2024

Falco Resources (TSXV:FPC)
Historical Stock Chart
From Nov 2023 to Nov 2024