Montreal, May 9, 2014 –Geomega Resources Inc. (“GéoMégA” or the “Company”) (TSX.V: GMA) announces that its board of directors (the “Board”) adopted as of May 8, 2014 a shareholder rights plan (the “Plan”) to encourage a fair treatment of shareholders, should a take-over bid be made for GéoMégA. The Plan is effective today and will provide the Board and the shareholders, more time to consider unsolicited take-over bid for GéoMégA. The Plan is intended to discourage coercive or unfair take-over bids and gives the Board time to pursue alternatives to maximize shareholder’s value, if appropriate, in the event of an unsolicited take-over bid.
The Plan has not been adopted in response to, or in contemplation of, any specific proposal to acquire control of GéoMégA. The Plan must be ratified by the shareholders within six months of the effective date of the Plan. Unless otherwise terminated in accordance with its terms, the Plan will terminate at the close of the third annual meeting of GéoMégA shareholders following the meeting at which the Plan is ratified by shareholders, unless the Plan is reconfirmed and extended at such meeting.
The rights issued under the Plan will become exercisable only when a person, including any party related to it, acquires or announces its intention to acquire 20% or more of the outstanding shares of GéoMégA without complying with the “Permitted Bid” provisions of the Plan or without approval of the Board. Should such acquisition occur, each right will, upon exercise, entitle a right holder other than the acquiring person or related persons to purchase shares of GéoMégA at a substantial discount to the market price at the time.
Under the Plan, a “Permitted Bid” is a bid made to all shareholders of GéoMégA and is open for acceptance for not less than 60 days. If, at the end of such 60 day period, at least 50% of the outstanding shares, other than those owned by the offeror or certain related parties, have been tendered, 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 Plan is similar to other shareholder rights plan recently adopted by several other Canadian companies and approved by their respective shareholders. A complete copy of the Plan will be available under GéoMégA’s profile on SEDAR at www.sedar.com.
About GéoMégA (www.geomega.ca)
GéoMégA, which owns 100% of the Montviel rare earth elements/niobium project located in Québec, is a mineral exploration and development company focused on the discovery and sustainable development of economic deposits of metals, such as rare earth elements, niobium and graphite, in Québec. GéoMégA is committed to meeting the Canadian mining industry standards and distinguishing itself with innovative engineering, stakeholders engagement and dedication to local transformation benefits.
48,820,883 common shares of GéoMégA are currently issued and outstanding.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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Cautions Regarding Forward-Looking Statements
This news release contains forward-looking statements regarding our intentions and plans. The forward-looking statements that are contained in this news release are based on various assumptions and estimates by the Company and involve a number of risks and uncertainties. As a consequence, actual results may differ materially from results forecasted or suggested in these forward-looking statements and readers should not place undue reliance on forward-looking statements. We caution you that such forward-looking statements involve known and unknown risks and uncertainties, as discussed in the Company’s filings with Canadian securities agencies. Various factors may prevent or delay our plans, including but not limited to, contractor availability and performance, weather, access, mineral prices, success and failure of the exploration and development carried out at various stages of the program, and general business, economic, competitive, political and social conditions. The Company expressly disclaims any obligation to update any forward- looking statements, except as required by applicable securities laws.