Message #24 From:
NewsBot Date: January 18, 2007 05:00:00 PM
AGT News Apollo Gold Announces Adoption of Shareholder Rights Plan
DENVER--(BUSINESS WIRE)--Apollo Gold Corporation ("Apollo" or the "Company") (AMEX: AGT)(TSX:
APG) announced today that its Board of Directors (the "Board") has
adopted a Shareholder Rights Plan (the "Rights Plan"). The Rights Plan
has been adopted to ensure the fair treatment of shareholders in
connection with any take-over bid for common shares of Apollo. The
Rights Plan seeks to provide shareholders with adequate time to properly
assess a take-over bid without undue pressure. It also is intended to
provide the Board with more time to fully consider an unsolicited
take-over bid and, if applicable, to explore other alternatives to
maximize shareholder value.
The Rights Plan is not intended to prevent take-over bids that treat
shareholders fairly. The rights issued under the Rights Plan will become
exercisable only when a person, including any party related to it,
acquires or announces its intention to acquire 20 percent or more of the
outstanding common shares of the Company without complying with the
"Permitted Bid" provisions of the Rights Plan or without approval of the
Board. Under the Rights Plan, those bids that meet certain requirements
intended to protect the interests of all shareholders are deemed to be
"Permitted Bids." Permitted Bids must be made by way of a take-over bid
circular prepared in compliance with applicable securities laws and,
among other conditions, must remain open for 60 days. In the event a
take-over bid does not meet the Permitted Bid requirements of the Rights
Plan, the rights will entitle shareholders, other than any shareholder
or shareholders making the take-over bid, to purchase additional common
shares of the Company at a substantial discount to the market price of
the common shares at that time.
The Rights Plan is not being adopted in response to any proposal to
acquire control of the Company.
The Rights Plan is subject to approval by the Toronto Stock Exchange and
will be presented for ratification by the shareholders at the Apollo
Annual Meeting expected to be held in May 2007. If approved by the
shareholders, the Rights Plan expires after five years, with the
requirement that the shareholders reapprove it within three years.
Apollo is a gold mining and exploration Company with a mine in Montana,
the Black Fox advanced stage development project in Ontario, Canada, and
the Huizopa Project, an early-stage exploration project in the Sierra
Madres in Chihuahua, Mexico.
FORWARD-LOOKING STATEMENTS
This press release includes “Forward-Looking
Statements” within the meaning of section 21E
of the United States Securities Exchange Act of 1934, as amended.
Forward-looking statements can be identified by the use of words such as “may,”“should,”“expects,”“plans,”“anticipates,”“believes,”“estimates,”“predicts,”“intends,”“continue,” or the
negative of such terms, or other comparable terminology. All statements
regarding the approval of the Rights Plan by the Toronto Stock Exchange
or by shareholders of the Company and the timing of the annual meeting
of Apollo shareholders are forward-looking statements that involve
various risks and uncertainties. There can be no assurance that such
statements will prove to be accurate and actual results and future
events could differ materially from those anticipated in such
statements. Important factors that could cause actual results to differ
materially from these forward-looking statements include: the
shareholders of the Company may vote against the adoption of the Rights
Plan at the annual general meeting expected to be held in May 2007, and
the other factors disclosed under the heading “Risk
Factors” and elsewhere in Apollo documents
filed from time to time with the Toronto Stock Exchange, The American
Stock Exchange, The United States Securities and Exchange Commission and
other regulatory authorities. All forward-looking statements included in
this press release are based on information available to Apollo on the
date hereof. Apollo assumes no obligation to update any forward-looking
statements.