Woulfe Mining Shareholders Rights Plan to be Implemented at Annual General Meeting
§Woulfe Mining Corp. (TSX-V: WOF) ("Woulfe" or the "Company") advises that, subject to shareholder approval at the Annual General Meeting to be tentatively scheduled in late November, 2010 and the approval of the TSX Venture Exchange, a shareholders' rights plan (the "Rights Plan") will be implemented. The Rights Plan is designed to encourage the fair treatment of shareholders in the event of any take-over offer for the Company. The Rights Plan will provide the Board and the shareholders with more time than the 35 days provided by statute, to fully consider any unsolicited take-over bid for the Company without undue pressure, and allow the Board to pursue, if appropriate, other alternatives to maximize shareholder value and to allow additional time for competing bids to emerge.
"We are still in the early stages of developing our mineral properties," notes Brian Wesson, Woulfe's president and CEO. "We firmly believe that the value of our mineral properties, especially the Sangdong property, could far exceed the current, relatively small market capitalization of our company. To protect and maximize the value held by our stakeholders we are implementing a shareholders' rights plan."
Under the Rights Plan, a bidder making a Permitted Bid (as defined in the Rights Plan) for the common shares of the Company may not take up any shares before the close of business on the 60th day after the date of the bid and unless at least 50% of the Company's common shares not beneficially owned by the person making the bid and certain related parties are deposited, in which case the bid must be extended for 10 business days on the same terms to allow other shareholders to deposit to the bid. The Rights Plan will encourage an offeror to proceed by way of Permitted Bid or to approach the Board with a view to negotiation by creating the potential for substantial dilution of the offeror's position if a non-Permitted Bid is attempted. The Permitted Bid provisions of the Rights Plan are designed to ensure that, in any take-over bid, all shareholders are treated equally, receive the maximum available value for their investment and are given adequate time to properly assess the bid on a fully informed basis.
The Rights Plan is not being proposed in response to, or in anticipation of, any acquisition or take-over offer and 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 common shares of the Company. The Rights Plan does not affect in any way the financial condition of the Company. The initial issuance of the rights pursuant to the Rights Plan is not dilutive and will not affect reported earnings per share or cash flow per share until the rights separate from the underlying common shares and become exercisable.
The Rights Plan is subject to the approval of TSX Venture Exchange and the approval of the shareholders. Shareholders should refer to the Information Circular for the Annual General Meeting when available for further details.
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