Cerro Grande Mining Corporation Announces Adoption of a Shareholder
Rights Plan and Enhanced Quorum By-Law N° 1B Amendment
TORONTO, May 15, 2013 /PRNewswire/ - Cerro Grande Mining
Corporation
(the "Company" or "CEG") (TSX: CEG) (OTCQX: CEGMF) is pleased
to
announce that the board of directors of the Corporation has adopted
a
shareholder protection rights plan and an Enhanced Quorum By-Law
1B
Amendment effective May 9,
2013. The objective of the rights plan and
Enhanced Quorum By-Law 1B Amendment is to ensure, to the extent
possible, that all shareholders of the Corporation are treated
equally
and fairly in connection with any initiative to acquire control of
the
Corporation.
The rights plan is not intended to and will not prevent a take-over
of
the Corporation. The purpose of the rights plan is to encourage
a
potential bidder to make a "Permitted Bid", having terms and
conditions
designed to meet the objectives of the rights plan, or to negotiate
the
terms of an offer with the board of directors of the Corporation.
A
Permitted Bid is a take-over bid that is made to all holders of
voting
shares of the Corporation (other than the bidder) for all of the
voting
shares held by them, by way of a take-over bid circular prepared
in
compliance with applicable securities laws, that remains open
for
acceptance by shareholders of the Corporation for 60 days (or
such
shorter period of time as may be approved by the board of directors
of
the Corporation from time to time), and that satisfies certain
other
conditions.
The rights plan must be confirmed by shareholders within six months
of
its effective date. The listing of the rights is subject
to regulatory acceptance by The
Toronto Stock Exchange. Application for approval has been made to
the
TSX.
The Corporation is not aware of any specific take-over bid for
the
Corporation that has been made or is contemplated.
A complete copy of the Rights Plan is available upon request.
Shareholders wishing to receive a copy of the Rights Plan should
make
their request by telephone at 56-2-2569-6200, by email at
ceg@cegmining.com or by mail to Cerro Grande Mining Corporation,
Royal Bank Plaza, South
Tower, 200 Bay Street, Suite 3800, Toronto, Ontario M5J 2Z4, Attention:
Mr. Stephen Houghton. A copy
of the Rights Plan will be filed on SEDAR
at www.sedar.com once it has been approved by the TSX.
The By-law Amendment provides that a quorum of at least two
persons
present in person and entitled to vote at any annual meeting of
shareholders, or at any special meeting of shareholders, if one of
the
purposes for which the special meeting was called was the election
of
directors, and who, together, hold or represent by proxy at least
a
majority of the shares issued and outstanding in the capital of
the
Corporation and entitled to be voted at any such meeting (an
"Enhanced Quorum") is required where nominations of persons
for election to the Board
made by shareholders may result in persons who were members of
the
Board immediately prior to the meeting ceasing to constitute a
majority
of the Board following the meeting, other than pursuant to a
"change of
control" of the Corporation. For all other shareholder meetings,
a
quorum of at least two persons present in person and entitled to
vote
at the meeting and who, together, hold or represent by proxy not
less
than 25% of the votes entitled to be cast at the meeting will
continue
to be required.
The Corporation is committed to ensuring that all shareholders
receive
adequate notice of the director nominations, and allowing
shareholders
to register an informed vote, particularly minority
shareholders.
About Cerro Grande Mining Corporation
Cerro Grande Mining Corporation is a minerals producing,
exploration and
development company with properties and activities currently
focused in
Chile.
The TSX has not reviewed and does not accept responsibility for
the
adequacy or accuracy of this news release. This news release
may
contain assumptions, estimates, and other forward-looking
statements
regarding future events. Such forward-looking statements
involve
inherent risks and uncertainties and are subject to factors, many
of
which are beyond the Company's control, which may cause actual
results
or performance to differ materially from those currently
anticipated in
such statements.
Cautionary Statement on Forward-looking Information
This news release contains "forward-looking information", which
may
include, but is not limited to, information with respect to the
satisfaction of the additional bonus shares to be issued pursuant
to
the original settlement agreement in cash. Often, but not
always,
forward-looking information can be identified by the use of words
such
as "plans", "expects", "is expected", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates", or "believes"
or
variations (including negative variations) of such words and
phrases,
or state that certain actions, events or results "may",
"could",
"would", "might" or "will" be taken, occur or be achieved.
Forward-looking information involve known and unknown risks,
uncertainties and other factors which may cause the actual
results,
performance or achievements of CEG to be materially different from
any
future results, performance or achievements expressed or implied by
the
forward-looking information. Forward-looking information
contained
herein are made as of the date of this press release based on
current
expectations and beliefs and CEG disclaims, other than as required
by
law, any obligation to update any forward-looking information
whether
as a result of new information, results, future events,
circumstances,
or if management's estimates or opinions should change, or
otherwise.
There can be no assurance that forward-looking information will
prove
to be accurate, as actual results and future events could
differ
materially from those anticipated in such information. Accordingly,
the
reader is cautioned not to place undue reliance on
forward-looking
information.
SOURCE Cerro Grande Mining Corporation