Extorre Adopts Plan to Protect Shareholder Rights
29.05.2012/1/XNUMX Vancouver (BC) - The Board of Directors of Extorre Gold Mines Limited (NYSE MKT: XG; TSX: XG; Frankfurt: EXNUMXR, "Extorre" or the "Company") has approved a plan to protect shareholders' rights ( the "Plan") agreed. The plan goes into effect today, but must be approved by shareholders in the company within six months to survive.
The purpose of the plan is to provide the Company's shareholders and Board of Directors with sufficient time to consider and evaluate any unsolicited offers to the Company, allowing the Board of Directors sufficient time to identify, develop and negotiate value-added alternatives, if deemed appropriate to provide for such an unsolicited offer, to promote the equitable treatment of Shareholders in connection with any takeover bids for the Company and to ensure that any proposed transaction is in the best interest of the Shareholders.
The rights (the "rights") became the 25. May 2012 issued and attached to all ordinary shares of Extorre. A separate certificate will not be issued until the rights become exercisable. The rights will only become exercisable if a person, together with its affiliates, partners and joint agents, contrary to a permitted offer (as described in the plan), has economic ownership of shares which together with the current share ownership of that person 20% or more exceed, acquire or express their intention to do so on any outstanding ordinary shares of the Company (the determination of which is set out in the plan). After acquiring more than 20% of the outstanding Extorre Shares by any person (and its affiliates, partners and joint agents) other than an Eligible Offer, any right held by any person other than the acquirer (and its affiliates , Partners and joint agents) entitles its owner, after exercising the rights to acquire Extorre ordinary shares, to a substantial discount compared to the prevailing market price at that time. Offers that are permitted under the Plan must meet, inter alia, the following conditions: they must be made using a Takeover Offer Circular prepared in accordance with applicable securities laws, presented to all shareholders of the Company for all common shares, and be open for at least 60 days.
A copy of the plan was submitted to the Toronto Stock Exchange (the "TSX"). The TSX has approved the submission of the plan, among other things, subject to proof of shareholder approval of the plan within six months and the publication of this press release. The Company intends to hold a Shareholders' Meeting within the next six months to approve the plan.
A copy of the plan is available on SEDAR at www.sedar.com and on the Company's website.
About Extorre
Extorre is a Canadian company listed under the symbol XG on the Toronto Stock Exchange and the NYSE MKT (formerly AMEX) Exchange. The main projects of the company are the projects Cerro Moro, Puntudo and Don Sixto in Argentina. The company has cash of 27 million C $.
Please visit Extorre also on the Internet: www.extorre.com.
EXTORRE GOLD MINES LIMITED
Trevor Mulroney
President and Chief Executive Officer
[email protected]
For more information please contact:
Rob Gray, VP Corporate Communications
Tel: + 1 604.681.9512
Fax: + 1 604.688.9532
Toll Free: 1.888.688.9512
Suite 1660, 999 West Hastings St.
Vancouver, BC
Canada V6C 2W2
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Safe Harbor Statement
This press release contains "forward-looking information" and "forward-looking statements" (collectively the "forward-looking statements") in accordance with applicable securities laws and the 1995 United States Private Securities Litigation Reform Act, including our views on the scope and timing of the drilling programs, various studies in connection with a potential mine development, the schedule of phased development and environmental impact assessment, exploration results, potential tonnages, contents and contents of the deposits, the timeline, the preparation and scope of resource estimates, the potential production on its properties and their feasibility, production costs and the submission and timetable of permits. These forward-looking statements were made as of the date of this press release. Readers must not rely on forward-looking statements, as there can be no assurance that the future circumstances, events or results expressed or implied by such forward-looking statements, or that plans, intentions or expectations, on which the forward-looking statements are based actually become reality. As our forward-looking statements are based on our expectations regarding future events when such statements are made, such statements are not guarantees of future performance and are also subject to risks, uncertainties, assumptions and other factors that could cause actual results to change Significantly differentiate events from those explicitly or implicitly expressed in such forward-looking statements. Such factors and assumptions include, but are not limited to, the effects of the general economic situation, the price of gold and silver, changes in foreign exchange rates and actions by government agencies, uncertainties surrounding legal procedures, and misperceptions in the preparation of forward-looking information. In addition, there are known and unknown risk factors that could cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The known risk factors involve risks related to project development; the need for further financing; operational risks associated with mining and mineral processing; Fluctuations in metal prices; legal matters; Uncertainties and risks associated with doing business abroad; Restrictions on foreign exchange; environmental liability claims and uncertainties; the reliability of important personnel; the potential for conflicts of interest of certain officers, directors or promoters of the Company with respect to certain other projects; the absence of dividends; Currency fluctuations; Competition; Dilution; the volatility of the price and volume of ordinary shares of the company; tax consequences for US investors; and other risks and uncertainties, including those relating to the Cerro Moro project, and the general risks associated with the mineral exploration and development industry included in the 30's Annual Information Form. March 2012 for the on 31. December 2011 closed fiscal year published with the Canadian Securities Administrators and available at www.sedar.com. Although we have attempted to identify the important factors that could cause actual events or results to differ materially from those expressed in forward-looking statements, there may still be factors that could cause the events or results not as accepted, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate; actual results and future events may differ materially from such statements. Therefore, readers should not rely on forward-looking statements when investing.
Cautionary Note to US Investors - The information contained herein and the information referred to herein was prepared in accordance with the provisions of the securities laws of Canada, which differ from the provisions of the securities laws of the United States. In particular, the term “resource” should not be equated with the term “reserve”. The Securities Exchange Commission's (“SEC”) disclosure requirements generally do not allow information regarding “Measured Resources,” “Indicated Resources,” or “Inferred Resources” or other descriptions of mineralized amounts in the deposits that are not, by SEC standards, “ Reserves ”are set out in filings with the SEC. This is permissible if the disclosure of this information is necessary under the laws of the country in which the company is domiciled or of the country in which the company's securities are traded. US investors should also bear in mind that “inferred resources” are subject to great uncertainty as to their existence and their eligibility from an economic and legal point of view. A publication of the “contained ounces” is a publication permitted by Canadian regulations. The SEC, on the other hand, usually only allows issuers to report mineralization that does not qualify as “reserves” for the purposes of SEC regulations, in terms of pro forma tonnages and ore grades and without reference to any unit of measure.
THE TSX VENTURE EXCHANGE AND ITS REGULATORY BODIES (IN WHICH TSX EXCHANGE STATES AS A REGULATION SERVICES PROVIDER STATEMENTS) HAVE NO RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS PRESS RELEASE.
