Steppe Gold Limited (TSX: STGO) – Company Announcement 1 TSX Symbol: STGO Total Basic Shares O/S (M): 42.9 MATTHEW WOOD Chairman, President and CEO BATAA TUMUR-OCHIR Director and Executive Vice President Mongolia ANEEL WARAICH
Steppe Gold Limited (TSX: STGO) – Company Announcement
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TSX Symbol: STGO
Total Basic Shares O/S (M): 42.9
MATTHEW WOOD
Chairman, President and CEO
BATAA TUMUR-OCHIR
Director and Executive Vice President Mongolia
ANEEL WARAICH
Director and Executive Vice President
PATRICK MICHAELS
Director
DR. ZAMBA BATJARGAL
Director
LEWIS MARKS
Director
SHELDON VANDERKOOY
Director
CONTACT INFORMATION
THE COMPANY’S HEAD OFFICE:
Shangri-La office, Suite 1201, Olympic street
19A, Sukhbaatar District 1,
Ulaanbaatar 14241, Mongolia
Tel: +976 7732 1914
TORONTO OFFICE:
90 Adelaide Street. W, Suite 400 Toronto, ON
M5H 3V9,
Canada
Tel: +1 647 697 0577
TRANSFER AGENT:
Lori Winchester
Senior Relationship Manager, Client
Management
Phone: +1 416 607-7898
Cell: +1 416 671-4558
Email: [email protected]
Toronto, ON – Steppe Gold Limited (TSX: STGO) (the “Company” or
“Steppe Gold”) announces that the Board of Director of the Company has
approved the adoption of a shareholder rights plan (the “Rights Plan”)
pursuant to a shareholder rights plan agreement entered into with TMX
Trust Company, as Rights Agent, dated February 12, 2019 (the “Effective
Date”).
The Rights Plan has been conditionally accepted by the Toronto Stock
Exchange (the “TSX”). While the Rights Plan is effective as of the Effective
Date, it is subject to shareholder ratification within six months of its
adoption. The Rights Plan will be submitted for ratification by the
Company’s shareholders at the upcoming 2019 annual and special
meeting of the Company’s shareholders (the “Meeting”). If the Rights
Plan is not ratified by the Company’s shareholders, it will automatically
terminate. If ratified by shareholders, the Rights Plan will remain in effect
until the close of the third annual meeting of shareholders following the
Meeting.
The Rights Plan has been adopted to ensure, to the extent possible, that
all shareholders of the Company are treated fairly in connection with any
unsolicited take-over bid or other acquisition of control of the Company
and that the Board is provided with adequate time to evaluate unsolicited
take-over bids or other acquisitions. The Rights Plan is not being adopted
in response to any specific proposal to acquire control of the Company,
and the Board is not aware of any pending or threatened take-over bid
for the Company.
At the close of business on the Effective Date, one right (a “Right”) will be
issued and attached to each Common Share outstanding at that time. A
Right will also be attached to each Common Share issued after the
Effective Date. The issuance of the Rights will not change the manner in
which shareholders trade their Common Shares. The Rights Plan is similar
to shareholder rights plans adopted by other public companies. Subject
to the terms of the Rights Plan, the Rights issued under the Rights Plan
become exercisable only if a person (the “Acquiring Person”), together
with certain related persons, acquires or announces its intention to
acquire 20% or more of the Common Shares without complying with the
“Permitted Bid” provisions of the Rights Plan. Upon the acquisition by an
Acquiring Person of 20% or more of the Common Shares, each Right
would, upon exercise, entitle a Rights holder, other than the Acquiring
Person and certain related persons, to purchase common shares of the
Company at a 50% discount to the market price at the time. At any time
CAPITALIZATION
BOARD OF DIRECTORS
TSX: STGO
February 13, 2019
Steppe Gold Limited (TSX: STGO) – Company Announcement
TSX: STGO
STEPPE ADOPTS SHAREHOLDER RIGHTS PLAN
February 13, 2019
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prior to the rights becoming exercisable, the Board may waive the operation of the Rights Plan with respect to
certain events before they occur.
Under the Rights Plan, a “Permitted Bid” is a take-over bid made in compliance with the Canadian take-over bid
regime. Specifically, a Permitted Bid is a take-over bid that is made to all shareholders, that is open for 105 days
(or such shorter period as is permitted under the bid regime) and that contains certain conditions, including that
no shares will be taken up and paid for unless 50% of the shares that are held by independent shareholders are
tendered to the take-over bid.
The description of the Rights Plan in this press release is qualified in its entirety by the full text of the Rights Plan,
which will be made available shortly under the Company’s profile on SEDAR at www.sedar.com.
ABOUT STEPPE GOLD
Steppe Gold is a precious metals development company with an aggressive growth strategy to build Steppe Gold
into the premier precious metals company in Mongolia. The Company owns 100% of the advanced staged Altan
Tsaagan Ovoo Gold Project where a heap leach development is currently being completed. The second
development phase of the ATO Project is the construction of an approximate 150,000oz per annum CIL operation
and this is currently subject to the completion of a feasibility study. The Company is also working on the completion
of a new resource for the ATO project which will include the new high grade Mungu Discovery.
Cautionary Note Regarding Forward-Looking Statements:
The above contains forward-looking statements that are subject to a number of known and unknown risks,
uncertainties and other factors that may cause actual results to differ materially from those anticipated in our
forward-looking statements. Factors that could cause such differences include: changes in world commodity
markets, equity markets, costs and supply of materials relevant to the mining industry, change in government and
changes to regulations affecting the mining industry. Forward-looking statements in this release include, among
other things, statements regarding the trading of the Common Shares and business, economic, and political
conditions in Mongolia. Although we believe the expectations reflected in our forward-looking statements are
reasonable, results may vary, and we cannot guarantee future results, levels of activity, performance or
achievements. We disclaim any intention or obligation to update or revise any forward -looking statements
whether as a result of new information, future events or otherwise, except as required by applicable law.