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Post by Franko10 ™ on Jan 23, 2008 12:10:45 GMT -5
Anglo Minerals Ltd.-Adopts Shareholders Rights Plan, Announces Intention to Change Name (ccnm)
CALGARY, ALBERTA--(Marketwire - Jan. 23, 2008) - Anglo Minerals Ltd. (TSX VENTURE:ALM) ("Anglo" or the "Corporation") announced today that its Board of Directors has adopted a Shareholder Rights Plan (the "Rights Plan") designed to encourage the fair treatment of shareholders in connection with any take-over offer for the Corporation. The Rights Plan addresses the Corporation's concerns that existing Canadian legislation does not allow sufficient time, if a take-over bid is made, for either the Board of Directors or the shareholders to properly consider the bid, or for the Board of Directors to seek alternatives to such a bid. Given Anglo's corporate structure and assets, the Board of Directors considers the additional time afforded by the Rights Plan to be critical to ensure all alternatives can be fully explored in an attempt to maximize value for all shareholders in the event of an unsolicited take-over bid.
The Rights Plan is effective immediately and will provide the Board of Directors and the shareholders more time to fully consider any unsolicited take-over bid for the Corporation. It will also allow more time for the Board of Directors to pursue, if appropriate, other alternatives to maximize shareholder value. Shareholders will be asked to confirm the Rights Plan at the Corporation's 2007 annual and special meeting of shareholders to be held on February 15, 2008 and upon receipt of such confirmation, the Rights Plan will have an initial term that would expire at the annual meeting of shareholders of the Corporation to be held in 2011 unless terminated earlier. The Rights Plan may be extended for an additional three years after 2011 by resolution of shareholders at such meeting. The Rights Plan is also subject to acceptance by the TSX Venture Exchange.
The rights issued under the Rights Plan become exercisable only when a person, including any party related to it, acquires or announces its intention to acquire 20% or more of the Corporation's outstanding common shares without complying with the "Permitted Bid" provisions of the Rights Plan or without approval of the Board of Directors. Should such an acquisition occur, each right would, upon exercise, entitle a rightsholder, other than the acquiring person and related persons, to purchase common shares of the Corporation at one half of the prevailing market price at the time.
Under the Rights Plan, a Permitted Bid is a bid made for all of the Corporation's common shares to all shareholders that is open for not less than 45 days. If, at the end of the 45 days, at least 50% of the outstanding shares, other than those owned by the offeror and certain related parties, have been tendered to the bid, the offeror may take up and pay for the shares but must extend the bid for a further 10 days to allow other shareholders to tender.
The Board of Directors is not aware of any pending or threatened take-over bids for the Corporation that have been made or are contemplated.
Additional details regarding the Rights Plan will be provided in the Management Information Circular that will be available for viewing on SEDAR and mailed to the shareholders of the Corporation in the immediate future. The full text of the Rights Plan will also be available for viewing at the SEDAR website, www.sedar.com.
Name Change
Management of the Corporation has proposed that the name of the Corporation be changed to "Anglo Potash Ltd." in order to better reflect the focus of the Corporation's ongoing business operations. Both the name "Anglo Potash Ltd." and the trading symbol "AGP" have been reserved by the TSX Venture Exchange for use by the Corporation. The name change is subject to, among other things, the receipt of required shareholder approvals at the Corporation's annual and special shareholders' meeting to be held on February 15, 2008.
About Anglo Minerals Ltd. - Anglo Minerals is a mineral exploration and development company focused on developing the first new potash mine in Saskatchewan in almost 40 years. Anglo has entered into a joint venture (the "JV"), with BHP Billiton Diamonds Inc. ("BHP Billiton") pursuant to which Anglo holds a 25% interest and BHP Billiton a 75% interest in the JV, with BHP Billiton being the operator of the JV. The JV, which covers all non-producing lands acquired by either Anglo or BHP Billiton in Saskatchewan, now holds potash permits covering approximately 1.6 million acres of lands located in central Saskatchewan which is prospective for potash. The JV has access to a data base from prior exploration conducted on its lands, including 256 wells drilled, core samples and seismic information which was the basis for two (2) N.I. 43-101 compliant technical reports filed on the SEDAR website at www.sedar.com . To date, the JV is of the view that portions of its lands are geologically very similar to those from which potash is currently being produced. Anglo is "carried" by BHP Billiton for the first $40 million (USD) spent by the JV on the potash project or until a feasibility study is completed, whichever is first to occur.
FOR FURTHER INFORMATION PLEASE CONTACT:
Anglo Minerals Ltd.
Todd Montgomery
President and CEO
(403) 228-0607
or
Anglo Minerals Ltd.
Corey Giasson
Vice President, Business Development and Investor Relations
(306) 651-4407
The TSX Venture Exchange Inc. has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
CALGARY, ALBERTA--(Marketwire - Jan. 23, 2008) - Anglo Minerals Ltd. (TSX VENTURE:ALM) ("Anglo" or the "Corporation") announced today that its Board of Directors has adopted a Shareholder Rights Plan (the "Rights Plan") designed to encourage the fair treatment of shareholders in connection with any take-over offer for the Corporation. The Rights Plan addresses the Corporation's concerns that existing Canadian legislation does not allow sufficient time, if a take-over bid is made, for either the Board of Directors or the shareholders to properly consider the bid, or for the Board of Directors to seek alternatives to such a bid. Given Anglo's corporate structure and assets, the Board of Directors considers the additional time afforded by the Rights Plan to be critical to ensure all alternatives can be fully explored in an attempt to maximize value for all shareholders in the event of an unsolicited take-over bid.
The Rights Plan is effective immediately and will provide the Board of Directors and the shareholders more time to fully consider any unsolicited take-over bid for the Corporation. It will also allow more time for the Board of Directors to pursue, if appropriate, other alternatives to maximize shareholder value. Shareholders will be asked to confirm the Rights Plan at the Corporation's 2007 annual and special meeting of shareholders to be held on February 15, 2008 and upon receipt of such confirmation, the Rights Plan will have an initial term that would expire at the annual meeting of shareholders of the Corporation to be held in 2011 unless terminated earlier. The Rights Plan may be extended for an additional three years after 2011 by resolution of shareholders at such meeting. The Rights Plan is also subject to acceptance by the TSX Venture Exchange.
The rights issued under the Rights Plan become exercisable only when a person, including any party related to it, acquires or announces its intention to acquire 20% or more of the Corporation's outstanding common shares without complying with the "Permitted Bid" provisions of the Rights Plan or without approval of the Board of Directors. Should such an acquisition occur, each right would, upon exercise, entitle a rightsholder, other than the acquiring person and related persons, to purchase common shares of the Corporation at one half of the prevailing market price at the time.
Under the Rights Plan, a Permitted Bid is a bid made for all of the Corporation's common shares to all shareholders that is open for not less than 45 days. If, at the end of the 45 days, at least 50% of the outstanding shares, other than those owned by the offeror and certain related parties, have been tendered to the bid, the offeror may take up and pay for the shares but must extend the bid for a further 10 days to allow other shareholders to tender.
The Board of Directors is not aware of any pending or threatened take-over bids for the Corporation that have been made or are contemplated.
Additional details regarding the Rights Plan will be provided in the Management Information Circular that will be available for viewing on SEDAR and mailed to the shareholders of the Corporation in the immediate future. The full text of the Rights Plan will also be available for viewing at the SEDAR website, www.sedar.com.
Name Change
Management of the Corporation has proposed that the name of the Corporation be changed to "Anglo Potash Ltd." in order to better reflect the focus of the Corporation's ongoing business operations. Both the name "Anglo Potash Ltd." and the trading symbol "AGP" have been reserved by the TSX Venture Exchange for use by the Corporation. The name change is subject to, among other things, the receipt of required shareholder approvals at the Corporation's annual and special shareholders' meeting to be held on February 15, 2008.
About Anglo Minerals Ltd. - Anglo Minerals is a mineral exploration and development company focused on developing the first new potash mine in Saskatchewan in almost 40 years. Anglo has entered into a joint venture (the "JV"), with BHP Billiton Diamonds Inc. ("BHP Billiton") pursuant to which Anglo holds a 25% interest and BHP Billiton a 75% interest in the JV, with BHP Billiton being the operator of the JV. The JV, which covers all non-producing lands acquired by either Anglo or BHP Billiton in Saskatchewan, now holds potash permits covering approximately 1.6 million acres of lands located in central Saskatchewan which is prospective for potash. The JV has access to a data base from prior exploration conducted on its lands, including 256 wells drilled, core samples and seismic information which was the basis for two (2) N.I. 43-101 compliant technical reports filed on the SEDAR website at www.sedar.com . To date, the JV is of the view that portions of its lands are geologically very similar to those from which potash is currently being produced. Anglo is "carried" by BHP Billiton for the first $40 million (USD) spent by the JV on the potash project or until a feasibility study is completed, whichever is first to occur.
FOR FURTHER INFORMATION PLEASE CONTACT:
Anglo Minerals Ltd.
Todd Montgomery
President and CEO
(403) 228-0607
or
Anglo Minerals Ltd.
Corey Giasson
Vice President, Business Development and Investor Relations
(306) 651-4407
The TSX Venture Exchange Inc. has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
