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Unigold Adopts Shareholder Rights Plan
By: Marketwired .
Jan. 30, 2013 05:23 PM
TORONTO, ONTARIO -- (Marketwire) -- 01/30/13 -- Unigold Inc. (TSX VENTURE:UGD) ("Unigold" or the "Company") announced today the adoption by its Board of Directors of a Shareholder Rights Plan (the "Plan"), similar to those adopted by other Canadian corporations. Given the Company's exploration results to date on its Neita property in the Dominican Republic, the Board is of the view the prospects of the Company are not adequately reflected in the trading price of the Company's common shares. The Plan is being adopted to address the Board's concern that current securities legislation does not provide sufficient time for the Board and shareholders of the Company to properly evaluate an unsolicited bid for control or to pursue alternatives with a view to maximizing shareholder value. The Plan also seeks to ensure that all shareholders of the Company would have an equal opportunity to participate in the benefits of a takeover bid.
The Plan does not attempt to discourage bids. It allows a potential bidder to make a "permitted bid" directly to the shareholders of the Company without the prior approval of the Board. Such permitted bid must be made to all shareholders and must remain open for a minimum period of 60 days after the date of the bid and for a further period of 10 business days after the offeror publicly announces that the shares deposited constitute more than 50% of the outstanding common shares held by independent shareholders. The Plan also allows for a "competing permitted bid" to be made while the permitted bid is in existence.
To implement the Plan, the Board of Directors of the Company has authorized the issue of one Right in respect of each outstanding common share of the Company, to holders of record at 5:00 p.m. (Toronto time) on January 30, 2013.
The Plan is effective immediately, but is subject to approval. The Plan requires ratification of shareholders at a meeting to be held within six months of adoption and reconfirmation at least every three years thereafter, failing which the Plan shall terminate and be of no further force or effect. Initial shareholder ratification of the Plan will be sought at the Company's annual and special meeting expected to be held in Toronto in late spring of 2013. A copy of the Plan will be available at www.sedar.com.
Neither the Board nor management of Unigold is aware of any pending or threatened take-over bid.
About Unigold Inc. - Discovering Gold in the Caribbean
Unigold is a Canadian based mineral exploration company traded on the TSX Venture Exchange under the symbol UGD, focused primarily on exploring and developing its gold assets in the Dominican Republic.
For further information, please visit www.unigoldinc.com.
Neither 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.
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