Terraco Adopts Shareholder Rights Plan
VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 04/16/13 -- Terraco Gold Corp. ("Terraco" or the "Company") (TSX VENTURE: TEN) announces that today that its Board of Directors has approved the adoption of, and that it has now adopted, a shareholder rights plan (the "Plan") subject to shareholder approval. The Plan is now effective and will require shareholder ratification within six months to remain in place.
The Company's management considers its current market valuation to be in contrast to the advancement of the Company and its business at this time. As a result, the Board of Directors undertook a review to consider the need for a shareholder rights plan. The purpose of the Plan is to provide shareholders and the Company's Board of Directors with adequate time to consider and evaluate any unsolicited bid made for the Company, to provide the Board of Directors with adequate time to identify, develop and negotiate value-enhancing alternatives, if considered appropriate, to any such unsolicited bid, to encourage the fair treatment of shareholders in connection with any take-over bid for the Company and to ensure that any proposed transaction is in the best interests of the Company's shareholders.
The Plan is not intended to prevent or discourage a fair bid for the Company.
Details
The rights issued under the Plan will become exercisable only if a person, together with its affiliates, associates and joint actors, acquires or announces its intention to acquire beneficial ownership of shares which when aggregated with its current holdings, total 20% or more of the Company's outstanding common shares (determined in the manner set out in the Plan), other than by a Permitted Bid (as described in the Plan). Permitted Bids must be made by way of a take-over bid circular prepared in compliance with applicable securities laws and, among other conditions, must remain open for 60 days.
In the event that a take-over bid does not meet the Permitted Bid requirements of the Plan, the rights will entitle shareholders, other than any shareholder or shareholders making the take-over bid, to purchase additional common shares of the Company at a substantial discount to the market price of the common shares at that time.
A copy of the Shareholder Rights Plan was provided to the TSX Venture Exchange (the "TSXV"). The TSXV has advised that is has no objection to the Plan subject to evidence of shareholder approval of the Plan no later than October 16, 2013 and public disclosure of this news release. The Company intends to seek shareholder approval of the Plan at its upcoming annual general meeting to be held on May 29, 2013. The Company is not aware of any specific take-over bid for the Company that has been made or is contemplated.
The full text of the Plan will be available under the Company's profile at www.sedar.com and on the Company's website (www.terracogold.com).
About Terraco Gold
Terraco is a junior mining company with a gold project portfolio that includes a gold royalty and royalty option on the Spring Valley Project (Nevada), which is a joint venture among the world's largest gold producer, Barrick Gold, and Midway Gold Corp. Terraco also controls over 35 sq km's of early-stage exploration potential (the Moonlight Project) adjoining the Spring Valley Project joint venture to the north. In addition, Terraco has an advanced-stage gold project in Idaho which hosts a National Instrument 43-101 compliant gold resource.
Please visit Terraco's website at www.terracogold.com for additional information.
Forward-Looking Statements
This news release contains forward-looking statements, including the Company's plan to seek shareholder approval of the Plan at the upcoming annual general meeting. Although Terraco believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them because Terraco can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Information on factors that could affect the Company's operations and financial results are included in reports on file with Canadian securities regulatory authorities and may be accessed through the SEDAR website at (www.sedar.com).
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 release.
Contacts:
Terraco Gold Corp.
Todd Hilditch
President and CEO
(604) 443-3831
www.terracogold.com