VANCOUVER, May 29 /CNW/ - Norsemont Mining Inc. ("Norsemont" or "the
Company") (TSX-V: NOM; Frankfurt: N8S; WKN: A0DQKK; OTC-BB: NOMFF;
ISIN: CA 6565291045) is pleased to announce that, effective immediately, its
Board of Directors has adopted a Shareholder Rights Plan, subject to
regulatory approval and shareholder ratification at the Company's next annual
general meeting. The Company is currently not aware of any pending or
threatened takeover bid for the Company.
Current Canadian legislation permits a hostile bid to be made in as
little as 35 days, giving the Board of Directors little time to implement
strategies to enhance shareholder value or for competing bids to be made. The
Plan as proposed extends this time to 60 days.
The objective of the Board of Directors in adopting this Plan is to
achieve full and fair value for the Company's shareholders in the event of an
unsolicited take-over bid for the Company. Anyone seeking to obtain control of
the Company will be encouraged to negotiate with the Board of Directors prior
to attempting a take-over, or to proceed by way of a "Permitted Bid".
Under the Plan, the Company will issue one Right for no consideration in
respect of each outstanding common share of the Company to all holders of
record of common shares. The Rights will be attached to the common shares and
cannot be exercised until after a flip-in event has taken place. A flip-in
event is one of the following: (i) an Acquiring Person, as defined in the
Plan, acquires 20% or more of the common shares of the Company; or (ii) an
Acquiring Person announces his intention to make a take-over bid that would
result in the person owning 20% or more of the outstanding common shares of
the Company.
Upon such a flip-in event occurring, each Right would separate from the
common share and thereafter entitle the holder to purchase common shares at a
50% discount to the market price.
The Rights will not be separated from the shares if the Acquiring Person
makes a Permitted Bid, as defined in the Plan, pursuant to a take-over bid
circular sent to all shareholders of the Company, which has a minimum deposit
period of at least 60 days and pursuant to which not less than 50% of the
common shares, other than those held by the Acquiring Person, are deposited
and not withdrawn. The Permitted Bid concept is intended to provide protection
to the Company and its shareholders while extending the time for deposit to
ensure due consideration of the bid and allowing the bid to proceed if a
majority of the shareholders tender their shares.
Marc E. Levy, President and CEO of Norsemont Mining Inc., states that
"the Rights Plan was not adopted in response to any specific effort to acquire
control of Norsemont and is not aimed at blocking bids, but is designed to
ensure that any acquisition of control is through a public offer to all
shareholders and that sufficient time is available to evaluate any offer. The
Rights Plan is similar to plans adopted by many other Canadian public
companies."
"Marc E. Levy"
Marc E. Levy
Director & President
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or the accuracy of this release. We seek
Safe Harbor.
