Candente Copper Corp. (TSX:DNT, BVL:DNT) ("Candente Copper” or the
“Company”) advises that Mr. Luis Miguel Inchaustegui Zevallos has
resigned as Advisor and Director of our Peruvian subsidiary,
Cañariaco Copper Perú S.A. (”Cañariaco”) and has been named
Minister of Energy and Mines of Peru.
We thank Mr. Inchaustegui for all of his
excellent advice and wish him all the best in his new
endeavours.
On another matter the Company also advises that
the Board of Directors has adopted a new shareholder rights plan
(“Rights Plan”), which is designed to encourage
the fair treatment of the Company’s Shareholders in connection with
any potential take‑over bid for the Company. The Rights Plan is not
intended to deter or prevent take‑over bids and is similar to plans
adopted recently by several other Canadian public companies and
approved by their Shareholders.
Background and Purpose of the Rights
Plan
The Rights Plan will:
- encourage the fair treatment of
shareholders of the Company in connection with any Offer to Acquire
the outstanding Voting Shares;
- ensure, to the extent possible,
that the shareholders of the Company and the Board of Directors
have adequate time to consider and evaluate any unsolicited Offer
to Acquire the outstanding Voting Shares;
- ensure, to the extent possible,
that the Board of Directors has adequate time to identify, develop
and negotiate value-enhancing alternatives, as appropriate, to any
unsolicited Offer to Acquire the outstanding Voting Shares;
and
- generally assist the Board of
Directors to enhance shareholder value.
Take‑over bid contests for corporate control
provide a singular opportunity for Shareholders to obtain a
one‑time gain. After the acquisition of effective control, the
opportunity for this one‑time gain normally does not re‑occur. As
with most public companies, it is possible for a person to secure
control of the Company through the ownership of much less than 50%
of the Company’s shares. Without a shareholder rights plan, a
bidder could acquire effective control of the Company over a
relatively short period of time, through open market and private
purchases and using various techniques permitted under Canadian
securities legislation, all without making a bid available to all
Shareholders. This acquisition of control would probably be an
effective deterrent to other potential offerors. The person
acquiring control might also be able to consolidate and increase
its control, over a period of time, without the price for control
ever being tested through an open market auction. Shareholder
rights plans are designed to prevent this occurrence by forcing all
acquisitions of control into a public offer mode.
A public offer will not necessarily achieve all
of the objectives of ensuring the maximum value to Shareholders.
The Rights Plan is intended to provide the Board with sufficient
time to pursue alternatives and to provide Shareholders with
sufficient time to properly assess any take‑over bid.
The Company is not proposing the Rights Plan in
response to or in anticipation of any acquisition or take‑over bid.
The Rights Plan is not intended to prevent a take‑over of the
Company, to secure continuance of current management or the
directors in office, or to deter fair offers for the Company’s
shares. The Rights Plan does not inhibit or prevent any Shareholder
from using the proxy mechanism set out in the BCBCA to promote a
change in the management or direction of the Company. The Rights
Plan may, however, increase the price to be paid by a potential
offeror to obtain control of the Company and may discourage certain
transactions.
The Rights Plan does not affect in any way the
Company’s financial condition. The initial issuance of the Rights
will not dilute the Company’s shares and will not affect reported
earnings or cash flow per share until the Rights separate from the
underlying common shares and become exercisable. The adoption of
the Rights Plan will not lessen or affect the duty of the Company’s
directors to act honestly, in good faith, and in the Company’s best
interests. The Rights Plan is designed to provide the directors
with the means to negotiate with an offeror and with sufficient
time to seek out and identify alternative transactions on behalf of
the Shareholders.
The Rights Plan is subject to Toronto Stock
Exchange and Shareholder approval at the upcoming Annual General
Meeting on September 17th, 2020. If the Shareholders do not
approve the Rights Plan, it will terminate or not become effective,
as applicable. The Rights Plan will also expire if the Rights are
redeemed by the Company. A copy of the Rights Plan Agreement can be
requested for review to info@candentecopper.com.Once the Rights
Plan has been approved, it will be filed on SEDAR at www.sedar.com
and posted on the Company’s website at www.candentecopper.com.
About Candente CopperCandente
Copper is a mineral exploration company engaged in acquisition,
exploration, and development of mineral properties. The Company is
currently focused on its 100% owned Cañariaco project, which
includes the Feasibility stage Cañariaco Norte deposit as well as
the Cañariaco Sur deposit and Quebrada Verde prospect, located
within the western Cordillera of the Peruvian Andes in the
Department of Lambayeque in Northern Peru.
At Cañariaco Norte, 7.5 billion pounds of copper
have been delineated in a Measured and Indicated* resource of 752.4
million tonnes grading 0.49% copper equivalent** and an Inferred
Resource of 157.7 million tonnes at 0.44% copper equivalent has
also been delineated.
Fifteen drill holes have confirmed that
Cañariaco Sur hosts a porphyry-copper deposit, however the average
grade and full dimensions of the deposit are as yet unknown.
Quebrada Verde also hosts a geochemical and geophysical target
where porphyry style copper mineralization is exposed in creek
beds.
Candente Copper also holds other porphyry
copper-gold exploration projects in Peru.
Joanne C. Freeze, P.Geo., CEO, is the Qualified
Person as defined by National Instrument 43-101 for the projects
discussed above. She has reviewed and approved the contents of this
release.
*The ‘Measured and Indicated Resource listed
above consists of Measured Resources of 338.1Mt at 0.48% Cu , 0.08
g/t Au, and 2.0/t Ag (0.52% Cu Eq.), plus Indicated Resources of
414.3Mt at 0.43% Cu, 0.06 g/t Au, and 1.8 g/t Ag (o.46% Cu
Eq.). All resources quoted in this release are based on a
0.30% copper cut-off grade and 229 drill holes completed to the end
of 2008.
**Copper equivalent grade including gold and
silver, metal recoveries (copper 90%, gold 55%; silver 50%) and
smelter returns (copper 96.5%: gold 93%; silver 90%) applied.
Copper grade equivalent calculation: Cu Eq% =(Cu % + ((Au grade x
Au price x Au recovery x Au smelter return%)+(Ag grade x Ag price x
Ag recovery x Ag smelter return%))/(22.0462 x Cu price x 31.0135
g/t x Cu recovery x Cu smelter return%). The metal prices used are:
copper US$2.50/lb, gold US$1,035/oz and silver US$17.25/oz.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
INFORMATION
This news release may contain forward-looking
information including but not limited to comments regarding the
timing and content of upcoming work programs, geological
interpretations, receipt of property titles, potential mineral
recovery processes, etc. Forward-looking information addresses
future events and conditions and therefore involve inherent risks
and uncertainties. Actual results may differ materially from those
currently anticipated in such forward-looking information.
CAUTIONARY NOTE TO U.S. INVESTORS
We advise U.S. investors that this news release
uses terms that are not recognized by the United States Securities
and Exchange Commission ("SEC"), including "mineral resources",
"measured resources", "indicated resources" and "inferred
resources". The estimation of measured and indicated resources
involves greater uncertainty as to their existence and economic
feasibility than the estimation of proven and probable reserves.
U.S. investors are cautioned not to assume that mineral resources
in these categories will be converted to reserves. The estimation
of inferred resources involves far greater uncertainty as to their
existence and economic viability than the estimation of other
categories of resources. U.S. investors are cautioned not to assume
that estimates of inferred mineral resources exist, are
economically mineable, or will be upgraded into measured or
indicated mineral resources. U.S. investors are cautioned not to
assume that mineral resources in any of these categories will be
converted into reserves.
On behalf of the Board of Candente
Copper Corp.
“Joanne C. Freeze” P.Geo.President, CEO and
Director___________________________________For further information
please contact:
“Joanne C. Freeze” P.Geo.President, CEO and
DirectorTel +1
604-689-1957info@candentecopper.comwww.candentecopper.com
NR-121
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