|April 22, 2008|
Condor Announces Adoption of Shareholder Rights Plan and Grants Options
|TSX.V: CN Shares Outstanding: 23,843,691|
Vancouver, B.C., April 22, 2008 -- Condor Resources Inc. - ("Condor" or the "Company") (TSX.V: CN) announces that effective immediately, the Company has adopted a Shareholder Rights Plan (the "Plan"), subject to regulatory acceptance and shareholder approval at the Company's annual general meeting scheduled to be held on August 19, 2008.
The objective of the Board of Directors in adopting this Plan is to achieve full and fair value for the Company's shareholders in the event of an unsolicited take-over bid for the Company. The Plan is intended to give the Board of Directors and the shareholders of the Company a reasonable amount of time to fully consider a bid if one is made, and to protect the shareholders from unfair, abusive or coercive take-over strategies. By virtue of the Plan's implementation, anyone seeking to obtain control of the Company will be encouraged to negotiate with the Board of Directors prior to attempting a take-over, or to proceed by way of a "Permitted Bid". Current Canadian legislation permits a hostile bid to be made in as little as 35 days, giving little time for value-creating strategies to be implemented or competing bids to be made, whereas the Plan as proposed would extend this time available to up to 60 days. The Company is not aware of any pending or threatened take-over bid for the Company.
Under the Plan, the Company has issued one Right for no consideration in respect of each outstanding common share of the Company to all holders of record of common shares at 4:00 p.m., Vancouver time, on April 21, 2008. Hereafter, each common share issued by the Company during the term of the Plan will have one Right attached to it. The Rights will trade together with the common shares of the Company and will be represented by the certificates representing the common shares of the Company. The term of the Plan is ten years unless the rights are earlier redeemed or exchanged. The Plan will be subject to reviews after the fourth and eighth years of its term.
The Rights are attached to the common shares and cannot be exercised until eight trading days after a triggering event has taken place. A triggering event is one of the following: (i) an Acquiring Person, as defined in the Plan, acquires 20% or more of the common shares of the Company; or (ii) an Acquiring Person announces the intention to make a take-over bid that would result in the person owning 20% or more of the outstanding common shares of the Company. Upon such a triggering event occurring, each Right would separate from the common share and thereafter entitle the holder to purchase common shares at a 50% discount to the market price, up to the amount of the $30 exercise price of the Right.
The Rights will not be separated from the shares if the Acquiring Person makes a Permitted Bid, defined in the Plan to mean a bid made pursuant to a take-over bid circular to all shareholders of the Company, which has a minimum deposit period of at least 60 days and pursuant to which not less than 50% of the common shares, other than those held by the Acquiring Person, are deposited and not withdrawn. The Permitted Bid concept is intended to provide protection to the Company and its shareholders while permitting shareholder democracy to operate by extending the time for deposit to ensure due consideration of the bid and allowing the bid to proceed if a majority of the shareholders tender their shares.
The Company also announces that it has granted incentive stock options pursuant to its Stock Option Plan to directors, employees and consultants to acquire 610,000 shares in capital of the company. The 610,000 options are exercisable at a price of $0.65 per share for a term of five years expiring April 21, 2013. The options will vest subject to the Company's Stock Option Plan.
Condor Resources Inc. was incorporated in 2003 by field exploration specialists focused on the generation of copper and gold projects in South America, where management has extensive experience and a proven track record of discovery. The Company's long-term business plan offers shareholders access to a growing portfolio of properties, including six 100% owned projects in Chile, two projects in Argentina and four in Peru, each providing a unique path to discovery.
ON BEHALF OF THE BOARD
Patrick J. Burns,
President & Chief Executive Officer
For further information please contact:
Bernie Kennedy: 1-877-489-4440
Saf Dhillon: 604-484-2015
Forward-Looking Statements: Statements in this release that are forward-looking statements are subject to various risks and uncertainties concerning the specific factors disclosed under the heading "Risk Factors" and elsewhere in the Company's periodic filings with Canadian securities regulatory authorities. Such information contained herein represents management's best judgment as of the date hereof based on information currently available. The Company does not assume the obligation to update any forward-looking statement.
THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THE RELEASE
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