Argentina Gold Adopts Shareholder Rights Plan.VANCOUVER, BRITISH COLUMBIA--(BUSINESS WIRE)--Feb. 19, 1999-- Argentina Gold(VSE See DOS/VSE. VSE - Virtual Storage Extended :ARP.) Argentina Gold Corp. (the "Company") today announced the adoption, subject to applicable regulatory approval, by its Board of Directors of a Shareholder Rights Plan. The Plan is not intended to prevent further take-over bids for the Company, to secure continuance The adjournment or postponement of an action pending in a court to a later date of the same or another session of the court, granted by a court in response to a motion made by a party to a lawsuit. of current management or the directors in office or to deter fair offers for the Company's shares. The Plan will provide the Board and the shareholders with more time to fully consider any unsolicited un·so·lic·it·ed adj. Not looked for or requested; unsought: an unsolicited manuscript; unsolicited opinions. unsolicited Adjective take-over bid for the Company without undue pressure, it will allow the Board to pursue other alternatives to maximize shareholder value, and it will allow additional time for competing bids to emerge. The Plan will protect the Company's shareholders from unfair, abusive Tending to deceive; practicing abuse; prone to ill-treat by coarse, insulting words or harmful acts. Using ill treatment; injurious, improper, hurtful, offensive, reproachful. or coercive co·er·cive adj. Characterized by or inclined to coercion. co·er  cive·ly adv. take-over strategies, including the acquisition of
control of the Company through a take-over bid that does not treat all
shareholders equally or fairly.
As previously announced, the Company continues to have discussions with selected major mining companies as part of its commitment to maximize shareholder value. To implement the Plan, the Board of Directors of the Company authorized au·thor·ize tr.v. au·thor·ized, au·thor·iz·ing, au·thor·iz·es 1. To grant authority or power to. 2. To give permission for; sanction: the issue, on February 19, 1999, of one Right in respect of each common share of the Company outstanding to holders of record at 5:00 p.m. (Vancouver time) on February 18, 1999. For administrative convenience, the Rights will trade with the common shares and be represented by certificates representing common shares. On the occurrence of certain triggering events Triggering Event A certain milestone or event that a participant in a qualified plan must experience in order to be eligible to receive a distribution from a qualified plan. , including the acquisition by a person or group of 15 percent or more of the votes attached to all outstanding voting shares Voting Shares Shares that give the stockholder the right to vote on matters of corporate policy making as well as who will compose the members of the board of directors. Notes: Different classes of shares, such as preferred stock, sometimes don't allow for voting rights. of the Company in a transaction not approved by the Board of Directors, the Rights will entitle en·ti·tle tr.v. en·ti·tled, en·ti·tling, en·ti·tles 1. To give a name or title to. 2. To furnish with a right or claim to something: holders (other than the acquiring person or group) to acquire shares of the Company at a 50 percent discount to the market price. The Rights are not triggered by purchases of voting shares made pursuant to a "Permitted Bid", a take-over bid made to all holders of common shares on identical terms. A Permitted Bid must be made by way of a take-over bid circular prepared in compliance with applicable securities laws and must comply with certain other conditions including the requirement that it must be open for at least 45 days and more than 50 percent of the common shares (other than shares beneficially owned by the offeror and certain related parties) must be deposited under the bid and not withdrawn before any shares may be taken up and paid for and, if 50 percent of the common shares are so deposited and not withdrawn, an announcement of such fact must be made and the bid must remain open for a further ten business days. Although the Rights Plan is effective upon its adoption, in accordance with stock exchange requirements it will be submitted to the shareholders of the Company for confirmation at the next annual meeting. ON BEHALF OF THE BOARD Lukas H. Lundin, Director |
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