Owner
Post by Franko10 ™ on Jan 25, 2006 17:55:06 GMT -5
Blue Note Metals Adopts Shareholder Rights Plan (cnw)
Shares outstanding: 13.6 million
Symbol & Exchange: BNT-V
MONTREAL, Jan. 24 /CNW/ - Michael Judson, Chairman and Chief Executive Officer of Blue Note Metals Inc. (the "Company") announces the adoption, by the Board of Directors of the Company, of a Shareholder Rights Plan to protect the Company's shareholders from unfair, abusive or coercive take-over strategies, including the acquisition of control of the Company through a take-over bid that may not treat all shareholders equally or fairly. The Company is not aware of any specific take-over bid for the Company that has been made or is contemplated.
To implement the Plan, the Board of Directors of the Company authorized the issue of one Right in respect of each common share of the Company outstanding to holders of record on January 19, 2006, as well as one Right in respect of each common share issued after the record date. Initially, the Rights will attach to and trade with the common shares and be represented by certificates representing common shares.
The Plan is similar to shareholder rights plans adopted by a number of other Canadian companies. The Plan is not intended to block take-over bids. The Plan includes "Permitted Bid" provisions which do not invoke the dilutive effects of the Plan if a take-over bid is made by way of a take-over bid circular to all shareholders that remains open for a minimum of 60 days and is accepted by not less than 50 percent of the common shares held by independent shareholders. The Plan will be invoked by an acquisition, other than pursuant to a Permitted Bid, of 20% or more of the outstanding common shares of the Company or the commencement of a take-over bid that is not a Permitted Bid, in which case the Rights separate from the common shares and will entitle holders (other than the acquiring person or group persons) to acquire shares of the Company at a discount to the prevailing market price of the shares.
Although the Rights Plan is effective immediately, the Company intends to submit the Plan to the shareholders of the Company for confirmation at the Company's next annual general meeting of shareholders expected to be held in the first half of 2006. If confirmed by the shareholders at this meeting, the Plan will be effective until the annual general meeting of shareholders to be held in 2011 and, if reconfirmed by shareholders at that meeting, will continue in effect until the annual general meeting of shareholders to be held in 2014.
In other company news, a total of 1,300,000 incentive stock options were granted today to senior management, directors and consultants at an exercise price of $0.25 per share. Chairman & CEO Michael Judson and President John Martin were granted 350,000 options each. Lorne Woods, Vice President - Corporate Development was granted 150,000 options. Company Directors Andre Audet, Jean Girard and John Mavridis were each granted 90,000 options. Consultants Vince Portulese and Robert Kramberger were each granted 90,000 options.
Blue Note Metals is a mineral exploration company with properties in New Brunswick. The company's shares trade on the TSX Venture Exchange under the symbol BNT.
Forward-Looking Statements This news release contains discussion of items that may constitute forward-looking statements within the meaning of securities laws that involve risks and uncertainties. Although the company believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurances that its expectations will be achieved. Factors that could cause actual results to differ materially from expectations include the effects of general economic conditions, actions by government authorities, uncertainties associated with contract negotiations, additional financing requirements, market acceptance of the Company's products and competitive pressures. These factors and others are more fully discussed in Company filings with Canadian securities regulatory authorities.
The TSX Venture Exchange does not accept responsibility for the adequacy
or accuracy of this news release.
For further information: please contact: Lorne Woods, Vice President, Corporate Development, Blue Note Metals, 800-937-3095, lwoods@bluenotemetals.ca, www.bluenotemetals.ca
Shares outstanding: 13.6 million
Symbol & Exchange: BNT-V
MONTREAL, Jan. 24 /CNW/ - Michael Judson, Chairman and Chief Executive Officer of Blue Note Metals Inc. (the "Company") announces the adoption, by the Board of Directors of the Company, of a Shareholder Rights Plan to protect the Company's shareholders from unfair, abusive or coercive take-over strategies, including the acquisition of control of the Company through a take-over bid that may not treat all shareholders equally or fairly. The Company is not aware of any specific take-over bid for the Company that has been made or is contemplated.
To implement the Plan, the Board of Directors of the Company authorized the issue of one Right in respect of each common share of the Company outstanding to holders of record on January 19, 2006, as well as one Right in respect of each common share issued after the record date. Initially, the Rights will attach to and trade with the common shares and be represented by certificates representing common shares.
The Plan is similar to shareholder rights plans adopted by a number of other Canadian companies. The Plan is not intended to block take-over bids. The Plan includes "Permitted Bid" provisions which do not invoke the dilutive effects of the Plan if a take-over bid is made by way of a take-over bid circular to all shareholders that remains open for a minimum of 60 days and is accepted by not less than 50 percent of the common shares held by independent shareholders. The Plan will be invoked by an acquisition, other than pursuant to a Permitted Bid, of 20% or more of the outstanding common shares of the Company or the commencement of a take-over bid that is not a Permitted Bid, in which case the Rights separate from the common shares and will entitle holders (other than the acquiring person or group persons) to acquire shares of the Company at a discount to the prevailing market price of the shares.
Although the Rights Plan is effective immediately, the Company intends to submit the Plan to the shareholders of the Company for confirmation at the Company's next annual general meeting of shareholders expected to be held in the first half of 2006. If confirmed by the shareholders at this meeting, the Plan will be effective until the annual general meeting of shareholders to be held in 2011 and, if reconfirmed by shareholders at that meeting, will continue in effect until the annual general meeting of shareholders to be held in 2014.
In other company news, a total of 1,300,000 incentive stock options were granted today to senior management, directors and consultants at an exercise price of $0.25 per share. Chairman & CEO Michael Judson and President John Martin were granted 350,000 options each. Lorne Woods, Vice President - Corporate Development was granted 150,000 options. Company Directors Andre Audet, Jean Girard and John Mavridis were each granted 90,000 options. Consultants Vince Portulese and Robert Kramberger were each granted 90,000 options.
Blue Note Metals is a mineral exploration company with properties in New Brunswick. The company's shares trade on the TSX Venture Exchange under the symbol BNT.
Forward-Looking Statements This news release contains discussion of items that may constitute forward-looking statements within the meaning of securities laws that involve risks and uncertainties. Although the company believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurances that its expectations will be achieved. Factors that could cause actual results to differ materially from expectations include the effects of general economic conditions, actions by government authorities, uncertainties associated with contract negotiations, additional financing requirements, market acceptance of the Company's products and competitive pressures. These factors and others are more fully discussed in Company filings with Canadian securities regulatory authorities.
The TSX Venture Exchange does not accept responsibility for the adequacy
or accuracy of this news release.
For further information: please contact: Lorne Woods, Vice President, Corporate Development, Blue Note Metals, 800-937-3095, lwoods@bluenotemetals.ca, www.bluenotemetals.ca
