Silver Quest Adopts Shareholder Rights Plan
June 27 2011 - 8:00AM
Marketwired Canada
Silver Quest Resources Ltd. (TSX VENTURE:SQI) (the "Company") announces that it
has adopted a Shareholder Rights Plan (the "Plan"), similar to existing
shareholder rights plans adopted by other Canadian public companies.
The Company's Board has approved the Plan to ensure, to the extent possible,
that all shareholders of the Company are treated equally and fairly in
connection with any take-over bid for the Company. The Plan discourages
discriminatory, coercive or unfair take-overs of the Company and gives the
Company's Board of Directors time if, in the circumstances, the Board determines
it is appropriate to take such time, to pursue alternatives to maximize
shareholder value in the event an unsolicited take-over bid is made for all or a
portion of the outstanding common shares of the Company (the "Common Shares").
In order to implement the adoption of the Plan, the Board authorized the
issuance of one right (a "Right") in respect of each Common Share outstanding at
the close of business on June 24, 2011 (the "Record Time"). In addition, the
Board authorized the issuance of one Right in respect of each additional Common
Share issued after the Record Time. The Rights trade with and are represented by
Common Share certificates including certificates issued prior to the Record
Time. Until such time as the Rights separate from the Common Shares and become
exercisable, Rights certificates will not be distributed to shareholders.
If a person, or a group acting in concert, acquires (other than pursuant to an
exemption available under the Plan) Beneficial Ownership (as defined in the
Plan) of 20% or more of the Common Shares, Rights (other than those held by such
acquiring person which will become void) will separate from the Common Shares
and permit the holder thereof to purchase Common Shares at a 50% discount to
their market price. A person, or a group acting in concert, who is the
Beneficial Owner (as defined in the Plan) of 20% or more of the outstanding
Common Shares as of the Record Time is exempt from the dilutive effects of the
Plan provided such person (or persons) does not increase its Beneficial
Ownership by more than 1% (other than in accordance with the terms of the Plan).
At any time prior to the Rights becoming exercisable, the Board may waive the
operation of the Plan with respect to certain events before they occur.
The issuance of the Rights is not dilutive until the Rights separate from the
underlying Common Shares and become exercisable or until the exercise of the
Rights. The issuance of the Rights will not change the manner in which
shareholders currently trade their Common Shares.
The Plan is subject to the approval of the TSX Venture Exchange, and requires
confirmation by the Company's shareholders on or before December 24, 2011, being
within six months of the Plan's effective date. If the Plan is not confirmed by
shareholders, the Plan and all outstanding Rights will terminate and be void and
of no further force and effect.
The Plan is not being proposed in response to, or in contemplation of, any
specific take-over bid for the Company. The Board did not adopt the Plan to
prevent a take-over of the Company, to secure the continuance of management or
the directors in their respective offices or to deter fair offers for the Common
Shares.
SILVER QUEST RESOURCES LTD.
Randy Turner, President
Silver Quest Resources Ltd (TSXV:SQI)
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