Gran Colombia Gold Corp. (TSX: GCM) (TCQX: TPRFF) announced today that its Board of Directors has adopted a shareholder rights plan agreement. The Plan is effective immediately and the Toronto Stock Exchange (the “TSX”) has conditionally accepted notice for filing of the Plan, subject to ratification by shareholders at Gran Colombia’s 2019 annual shareholder meeting, which is currently expected to be held in June.
The Plan was not adopted in response to any specific proposal or intention to acquire control of Gran Colombia. The Board considered a number of factors and believes that adopting the Plan will protect Gran Colombia’s shareholders from unfair, abusive or coercive take-over strategies and to ensure that all shareholders have an equal opportunity to participate in any future take-over bid, and to receive full and fair value for their common shares. The Plan is similar to rights plans adopted in 2018 by other Canadian companies that have been ratified by their shareholders.
Under the terms of the Plan, the rights issued will attach to and trade with the common shares of Gran Colombia and no separate certificates will be issued unless an event triggering these rights occurs. The rights will not be triggered by the purchase of shares made pursuant to a “Permitted Bid”, as defined in the Plan. The rights will become exercisable only when a person, including any party related to it, acquires or attempts to acquire 20% or more of the Company’s outstanding common shares without complying with the “Permitted Bid” provisions of the Plan or without approval of Gran Colombia’s Board of Directors. Should such an acquisition occur or be announced, each right would, upon exercise, entitle a rights holder, other than the acquiring person and related persons, to purchase common shares at a significant discount to the then current market price.
Under the Plan, a “Permitted Bid” is a bid made to all shareholders which must be open for a minimum of 105 days (or such shorter period as is permitted under applicable Canadian securities laws) and must contain certain conditions, including that no shares will be taken up and paid for unless 50% of the common shares that are held by independent shareholders are tendered to the bid.
Upon ratification by shareholders and completion of certain other requirements, the rights referred to in the Plan will be listed on the TSX. The rights will not appear on the TSX’s trading list as an entry separate from Gran Colombia’s common shares. If and when the rights become separable from the common shares, an application to list the securities issuable upon exercise of such rights will have to be made to the TSX. If the Plan is not ratified by shareholders, it will be rescinded or otherwise cancelled and be of no further effect immediately after such shareholders’ meeting. If ratified by the shareholders, the Plan shall be reconfirmed by the shareholders at every third annual meeting.
To the best of the knowledge of the Company, no existing shareholder currently owns greater than 20% of the outstanding common shares of Gran Colombia. A copy of the Shareholder Rights Plan will be available under Gran Colombia’s profile on SEDAR at www.sedar.com.
About Gran Colombia Gold Corp.
Gran Colombia is a Canadian-based mid-tier gold producer with its primary focus in Colombia where it is currently the largest underground gold and silver producer with several mines in operation at its Segovia and Marmato Operations. Gran Colombia is continuing to focus on exploration, expansion and modernization activities at its high-grade Segovia Operations.
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