Southern Energy Corp press release
Armistice Resources Corp. elects new director and adopts shareholder rights plan
TSXV - TSX Venture Exchange · Natural Gas · Natural Gas Liquids · Oil · Canada
Issued and Outstanding common shares: 46,615,898
TORONTO, Nov. 19 /CNW/ - Armistice Resources Corp. (TSX: AZ) ("Armistice" or the "Corporation") is pleased to announce that all the resolutions tabled at the Annual and Special Meeting of Shareholders (the "Meeting") were adopted.
At the Meeting, the incumbent directors were re-elected along with a new director, Mr. Paul Bennett. Mr. Bennett has over 37 years of experience in geoscience, mining and oil/gas exploration, development and producing. He is currently the President and CEO of Energus Resources Ltd. of Calgary, Alberta, and also serves as Director, President and COO for Officer Basin Energy Inc. At various times Mr. Bennett has held executive and senior management positions with ExxonMobil Canada, Sable Offshore Energy Project and Mobil Oil Canada. He has also served as a director of the Maritimes & NE Pipeline. Mr. Bennett is a director of Uranium Participation Corp. and President of Uranium Participation Alberta Corp.
Also, the shareholders adopted a shareholder rights plan (the "Rights Plan") at the Meeting. The Rights Plan has been adopted to ensure the fair treatment of shareholders in connection with any take-over bid for common shares of Armistice. The Rights Plan seeks to provide shareholders with adequate time to properly assess a take-over bid without undue pressure. It also provides the Board with more time to fully consider an unsolicited take-over bid and to explore other alternatives to maximize shareholder value.
The Rights Plan is not intended to prevent take-over bids that treat shareholders fairly. Under the Rights Plan, those bids that meet certain requirements intended to protect the interests of all shareholders are deemed to be "Permitted Bids". Permitted Bids must be made by way of a take-over bid circular prepared in compliance with applicable securities laws and, among other conditions, must remain open for at least 60 days. In the event a take-over bid does not meet the Permitted Bid Requirements of the Rights Plan, the rights will entitle shareholders, other than any shareholder or shareholders making the take-over bid, to purchase additional common shares of the Company at a substantial discount to the market price of the common shares at that time.
The Rights Plan is not being adopted in response to any proposal to acquire control of the Company. The full text of the Rights Plan is available on SEDAR. The Rights Plan has been approved by the Toronto Stock Exchange.
Armistice is a Canadian exploration company that owns an advanced exploration underground gold project in North-eastern Ontario located on the prolific Larder Lake break. The McGarry project consists of 34 contiguous patented mining claims and licences of occupation totaling 484 hectares which adjoins the former producing Kerr Addison gold mine which produced in excess of 11 million ounces of gold. Underground drilling and development work is currently underway.
ARMISTICE RESOURCES CORP.
"Todd J. Morgan"
Todd J. Morgan
President, CEO and Chairman of the Board