Canada Carbon Updates Shareholder Rights Plan
March 09 2020 - 7:00AM
Canada Carbon Inc. (the “Company”) (TSX-V:
CCB) wishes to inform Shareholders
(“
Shareholders”) that its Board of Directors (the
“
Board”) has unanimously approved the revision of
its Shareholder Rights Plan (the “
Plan”) which was
previously ratified by the Shareholders of the Company at the June
2014 Annual and Special Meeting of Shareholders. The amended
Plan will be more fully described in the Information Circular
issued in advance of the next Meeting of Shareholders, at which
time Shareholders will have the opportunity to ratify the Plan by
majority vote.
The Plan encourages the fair treatment of
Shareholders should an unsolicited take-over bid be made for the
Company’s common shares (“Common Shares”).
The Plan is similar to other Shareholder Rights Plans adopted by
Canadian publicly listed companies and is designed to provide the
Board and the Shareholders with enhanced protection against an
unsolicited take-over bid for the Common Shares.
Executive Chairman and CEO R. Bruce Duncan
remarked, “The Plan is intended to discourage coercive or unfair
take-over bids and to provide the Board with additional options to
defend against any unsolicited take-over bid, and to explore and
develop, if appropriate, alternatives that enhance Shareholder
value and to give Shareholders adequate time to consider any such
transaction.”
Mr. Duncan further commented, “Canada Carbon is
proud to note that the Miller graphite deposit, formally known as
the “Grenville” deposit, has a history of excellence going back to
the early 1900s. As an example, the Pittsburgh Press announced on
April 5th, 1903, "Graphite from the Grenville deposit was
forwarded to the Paris Exposition and to the Glasgow Exposition
with the Canadian exhibits. It was promptly awarded the FIRST
PRIZE." This tradition of excellence continues, as
evidenced by the March 4th, 2020 LGC Group agreement to develop a
nuclear graphite Certified Reference Material, again confirming the
purity advantage enjoyed by Canada Carbon’s Miller
graphite.”
In connection with the Plan, the Board
authorized the issuance of one right (“Right”) in
respect of each Common Share outstanding as of the close of
business on March 9, 2020, and one Right will attach automatically
to each Common Share issued after such date. The Rights issued
under the Plan will become exercisable only when a person
(“Acquiring Person”), including any party related
to it, acquires or announces its intention to acquire 20% or more
of the outstanding Common Shares 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 Common Shares at the exercise price,
subject to the terms and conditions set forth in the Plan.
The Plan is not intended to prevent take-over
bids. Pursuant to the terms of the Plan, any bid that meets
certain criteria intended to protect the interests of all
Shareholders will be deemed to be a “Permitted Bid” and will not
trigger the Plan. These criteria require, among other things,
that the bid be made by way of a take-over bid circular to all
holders of Common Shares other than the offeror
(“Offeror”) under the bid, and remain open for
acceptance for not less than 105 days. If, at the end of such
105 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 to the offer.
CANADA CARBON INC.
“R. Bruce Duncan”
CEO and Director
Contact InformationE-mail
inquiries: info@canadacarbon.comP: (905) 813-8408
“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.”
FORWARD LOOKING STATEMENTS:
This news release contains forward-looking statements, which relate
to future events or future performance and reflect management’s
current expectations and assumptions. Such forward-looking
statements reflect management’s current beliefs and are based on
assumptions made by and information currently available to the
Company. Investors are cautioned that these forward looking
statements are neither promises nor guarantees, and are subject to
risks and uncertainties that may cause future results to differ
materially from those expected. These forward-looking statements
are made as of the date hereof and, except as required under
applicable securities legislation, the Company does not assume any
obligation to update or revise them to reflect new events or
circumstances. All of the forward-looking statements made in this
press release are qualified by these cautionary statements and by
those made in our filings with SEDAR in Canada (available at
www.sedar.com).
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