TORONTO, ONTARIO--(Marketwire - Nov. 9, 2012) - Southern Legacy Minerals Inc. (TSX VENTURE:LCY) ("Southern Legacy" or the "Company") is pleased to announce that its board of directors has approved in principle the adoption of a shareholder rights plan (the "Rights Plan"), subject to all necessary regulatory and shareholder approvals. The Rights Plan is designed to ensure that the Company's shareholders are treated fairly in the event of a take-over bid for the Company's common shares and that the Company's board of directors and shareholders will have adequate time to evaluate any unsolicited take-over bid and, if appropriate, to evaluate and pursue other alternatives to maximize shareholder value.
The Rights Plan is not being adopted in response to any formal proposal to acquire control of the Company.
The Rights Plan is effective as of November 8, 2012 (the "Effective Date"), subject to approval by the TSX Venture Exchange and ratification by the shareholders of Southern Legacy. The Rights Plan will be presented for ratification by the shareholders at the annual general and special meeting of the shareholders of Southern legacy scheduled for December 7, 2012. If approved by shareholders, the Rights Plan will be in effect until the close of the Company's 2015 annual general meeting.
The Board has adopted the Rights Plan in recognition that takeover bids may not always result in shareholders receiving equal treatment or fair and full value for their common shares. The Rights Plan is not intended to block take-over bids. The Rights Plan includes "Permitted Bid" provisions which will prevent the dilutive effects of the Rights Plan from operating if a take-over bid is made by way of a take-over bid circular that, among other things, remains open for a minimum of 60 days and is accepted by a specified proportion of the common shares held by independent shareholders. In the event of a take-over bid that is not a "Permitted Bid", the Rights Plan grants shareholders rights to acquire additional shares of the Company ("Rights") at a significant discount to the prevailing market price of the shares at that time. However, any shareholder who conducts a take-over bid that is not a "Permitted Bid", is not entitled to exercise the Rights granted under the Rights Plan. The Rights Plan includes a "Grandfathered Person" provision whereby a person beneficially owning more than 20% of the shares of the Company as at the Effective Date is not deemed to be making a take-over bid. If at any time a Grandfathered Person becomes the beneficial owner of additional shares of the Company in an amount greater than 1% of the total issued and outstanding shares of the Company at such time, such person ceases to be a Grandfathered Person. Details of the Plan will be included in the proxy circular sent to Southern Legacy's shareholders for the upcoming general meeting.
About Southern Legacy Minerals Inc.
Southern Legacy Minerals Inc. ("Southern Legacy") (TSX VENTURE:LCY) is an exploration company with a portfolio of gold and copper projects in South America. Southern Legacy's current projects span along the Andes in Peru and Chile. Led by a management team with over 20 years of mineral exploration and development experience in South America, the team boasts strong relationships with local government officials and stakeholders in the jurisdictions where their projects are situated. Southern Legacy is currently focused on expanding the resource at its flagship copper, gold and silver project AntaKori (formerly known as Sinchao), located in northern Peru between Gold Fields' Cerro Corona and Buenaventura's Tantahuatay mines. The project currently has a NI 43-101 compliant inferred resource estimate of 5.9 billion pounds of copper equivalent contained in 294Mt at an average copper equivalent grade of 0.92%.
Certain of the information contained in this news release constitutes 'forward-looking statements' within the meaning of securities laws. Such forward-looking statements, including but not limited to those with respect to the prices of metals and minerals, purchase payments, estimated future production and estimated costs of future production involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any forecast results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the actual prices of metals and minerals, the actual results of current exploration, development and mining activities, changes in project parameters as plans continue to be evaluated, as well as those factors disclosed in the documents of the Company filed from time to time with the British Columbia Securities Commission.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.