Tresor Adopts New Shareholder Rights Plan
TRS.V
October 23, 2013
TRESOR ADOPTS NEW SHAREHOLDER RIGHTS PLAN
Vancouver, BC – Tres-Or Resources Ltd. ("Tres-Or" or the "Company") (TSX-V: TRS) announces the adoption of a Shareholder Rights Plan Agreement (the “Rights Plan”) and its approval by the shareholders at the Annual General and Special Meeting held on October 10, 2013 and approval by the TSX Venture Exchange.
Shareholder Rights Plan Agreement The Rights Plan is being adopted to ensure the fair treatment of all Tres-Or’s shareholders in connection with any possible future take-over bids for the outstanding common shares of Tres-Or. The Rights Plan was not adopted by the Board of Directors in response to, or in anticipation of, any offer or take-over bid and is not intended to prevent a take-over bid.
The Rights Plan provides the Board of Directors and shareholders with adequate time to assess an unsolicited take-over bid for the Company, to provide the Board of Directors sufficient time to explore and develop alternative transactions to maximize shareholder value if a take-over bid is made and to provide shareholders with an equal opportunity to participate in a take-over bid.
To implement the Rights Plan, the Board of Directors authorized the issue of one right to purchase a common share (a “Right”) in respect of each common share of the Company outstanding to holders of record. One Right will also be issued in conjunction with each common share of the Company issued while the Rights Plan is in effect. The Rights will be evidenced by certificates for common shares and will not be transferable separately from the common shares.
The Rights Plan encourages a potential acquirer who makes a take-over bid to proceed either by way of a “Permitted Bid” or with the concurrence of the Board of Directors. A Permitted Bid is a bid made by way of a take-over bid circular to all holders of the Company’s common shares which is open for acceptance for not less than 60 days. If at the end of 60 days, at least 50% of the outstanding shares have been tendered, other than those owned by the offeror and certain related parties, the offeror may take up and pay for the shares but must extend the bid for a further 10 days to allow other shareholders to tender. If a take-over bid fails to meet these minimum standards of the Rights Plan and is not waived by the Board of Directors, each Right would, upon exercise, entitle a Rights holder, other than the acquirer and certain related parties of the acquirer, to purchase additional common shares at a significant discount to market, thus exposing the acquirer to a substantial dilution of its holding.
The Rights Plan will continue in effect until the third annual meeting of the shareholders thereafter.
On behalf of the Board of Directors
“Laura Lee Duffett”
Laura Lee Duffett President and CEO
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For further information:
Contact: Dominic Spedaliere – Corporate Communications: Ph: 604-688-8700 Dean Claridge – Business Development: Ph: 604-880-1865 Email: [email protected] Website: www.tres-or.com
Neither the TSX Venture Exchange nor its Regulation Service Provider (as the term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy of accuracy of this news release.
About Tres-Or Resources Ltd.:
Tres-Or Resources Ltd. (TSX-V: TRS) is a Canadian resource company focused on exploring for gold and base metals resources in the Abitibi Greenstone Belt in northwestern Quebec. Additional information related to the Company is available at: www.tres-or.com.