Silver Quest Adopts Shareholder Rights Plan
June 27 2011 - 7:00AM
Marketwired
Silver Quest Resources Ltd. (TSX VENTURE: SQI) (the "Company")
announces that it has adopted a Shareholder Rights Plan (the
"Plan"), similar to existing shareholder rights plans adopted by
other Canadian public companies.
The Company's Board has approved the Plan to ensure, to the
extent possible, that all shareholders of the Company are treated
equally and fairly in connection with any take-over bid for the
Company. The Plan discourages discriminatory, coercive or unfair
take-overs of the Company and gives the Company's Board of
Directors time if, in the circumstances, the Board determines it is
appropriate to take such time, to pursue alternatives to maximize
shareholder value in the event an unsolicited take-over bid is made
for all or a portion of the outstanding common shares of the
Company (the "Common Shares").
In order to implement the adoption of the Plan, the Board
authorized the issuance of one right (a "Right") in respect of each
Common Share outstanding at the close of business on June 24, 2011
(the "Record Time"). In addition, the Board authorized the issuance
of one Right in respect of each additional Common Share issued
after the Record Time. The Rights trade with and are represented by
Common Share certificates including certificates issued prior to
the Record Time. Until such time as the Rights separate from the
Common Shares and become exercisable, Rights certificates will not
be distributed to shareholders.
If a person, or a group acting in concert, acquires (other than
pursuant to an exemption available under the Plan) Beneficial
Ownership (as defined in the Plan) of 20% or more of the Common
Shares, Rights (other than those held by such acquiring person
which will become void) will separate from the Common Shares and
permit the holder thereof to purchase Common Shares at a 50%
discount to their market price. A person, or a group acting in
concert, who is the Beneficial Owner (as defined in the Plan) of
20% or more of the outstanding Common Shares as of the Record Time
is exempt from the dilutive effects of the Plan provided such
person (or persons) does not increase its Beneficial Ownership by
more than 1% (other than in accordance with the terms of the Plan).
At any time prior to the Rights becoming exercisable, the Board may
waive the operation of the Plan with respect to certain events
before they occur.
The issuance of the Rights is not dilutive until the Rights
separate from the underlying Common Shares and become exercisable
or until the exercise of the Rights. The issuance of the Rights
will not change the manner in which shareholders currently trade
their Common Shares.
The Plan is subject to the approval of the TSX Venture Exchange,
and requires confirmation by the Company's shareholders on or
before December 24, 2011, being within six months of the Plan's
effective date. If the Plan is not confirmed by shareholders, the
Plan and all outstanding Rights will terminate and be void and of
no further force and effect.
The Plan is not being proposed in response to, or in
contemplation of, any specific take-over bid for the Company. The
Board did not adopt the Plan to prevent a take-over of the Company,
to secure the continuance of management or the directors in their
respective offices or to deter fair offers for the Common
Shares.
SILVER QUEST RESOURCES LTD.
Randy Turner, President
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
Contacts: Silver Quest Resources Ltd. Investor Relations
604-687-3959 604-687-1448 (FAX) info@silverquest.ca
www.silverquest.ca
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