|Tue Oct 31, 2006|
Sultan Minerals Inc. Board Of Directors Approves Adoption Of Shareholder Rights Plan
|Sultan Minerals Inc. (the "Company" or "Sultan") (TSX-V: SUL) announced today that its board of directors has approved the adoption of a Shareholder Rights Plan (the "Rights Plan"). Shareholder approval of the Rights Plan will be sought at the next annual general meeting of the Company's shareholders, unless terminated earlier. The TSX Venture Exchange has accepted the Rights Plan, subject to shareholder ratification.|
The Rights Plan has been implemented by way of a rights plan agreement (the "Rights Plan Agreement") which has been designed to protect shareholders from unfair, abusive or coercive takeover strategies including the acquisition of control of the Company by a bidder in a transaction or series of transactions that may not treat all shareholders fairly nor afford all shareholders an equal opportunity to share in the premium paid upon an acquisition of control. The board of directors of the Company (the "Board") considers that the adoption of the Rights Plan is desirable and in the interests of all of the Company's shareholders. The Rights Plan Agreement was adopted to provide the Board with sufficient time, in the event of a public takeover bid or tender offer for the common shares of the Company, to pursue alternatives which could enhance shareholder value. These alternatives could involve the review of other takeover bids or offers from other interested parties to provide shareholders desiring to sell the Company's common shares with the best opportunity to realize the maximum sale price for their common shares. In addition, with sufficient time, the Board would be able to explore and, if feasible, advance alternatives to maximize share value through possible corporate reorganizations or restructuring. The directors need time in order to have any real ability to consider these alternatives.
Effective today, rights (the "Rights") will be issued and attached to all of Sultan's outstanding common shares. A separate rights certificate will not be issued until such time as the Rights become exercisable (which is referred to as the "separation time"). The Rights will become exercisable only if a person, together with its affiliates, associates and joint actors, acquires or announces its intention to acquire beneficial ownership of Sultan common shares which when aggregated with its current holdings total 20% or more of the outstanding Sultan common shares (determined in the manner set out in the Rights Plan). The Rights will permit the holder to purchase common shares of the Company at a 50% discount to their market price (as defined in the Rights Plan Agreement).
The Rights will not, however, be triggered by a "Permitted Bid", which is defined as a bid which is outstanding for a minimum of 60 days made to all of the shareholders of the Company for all of their common shares and, subject to other specified conditions, is accepted by a majority of independent shareholders (as detailed in the Rights Plan).
The Company has no knowledge of any pending or threatened takeover bids for the Company, and has no reason to believe that any takeover offer for the Company's shares is imminent.
A copy of the Rights Plan has been filed under the Company's profile at www.sedar.com.
Arthur G. Troup, P.Eng., Geological
President and CEO
For further information please contact:
Investor Relations Tel: (604) 687-4622 Fax: (604) 687-4212
Marc Lee -- Email: firstname.lastname@example.org or email@example.com
No regulatory authority has approved or disapproved the information contained in this news release.
You can view the Next 2006 News Releases item: Wed Nov 8, 2006, Sultan Minerals Releases Ni 43-101 Resource Calculations For Its Tungsten-Molybdenum Property, B.C., Canada
You can view the Previous 2006 News Releases item: Mon Oct 23, 2006, Sultan Minerals Inc. Completes Private Placement Financing
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