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NEWS RELEASE
Soho Resources
Corp. Adopts Shareholder Rights Plan
Vancouver,
BC, Feburary 01, 2008; Soho Resources Corp. – (TSX
Venture – SOH) (“Soho” or the “Company”) announces that its
Board of Directors has approved the adoption of a shareholder rights plan
(the “Rights Plan”).
The
Rights Plan is designed to ensure the fair and equal treatment of
shareholders in connection with any take-over bid for outstanding common
shares of Soho. 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 adequate time to fully assess an unsolicited take-over bid, to
allow competing bids to emerge, and, if applicable, to explore other
alternatives to the take-over bid to maximize shareholder value.
The
Rights Plan is not intended to prevent or deter take-over bids that offer
fair treatment and value to shareholders, but is designed to encourage offers
that represent fair value to all shareholders.
The
Rights Plan is similar to rights plans adopted by other Canadian
corporations. Under the terms of the Rights Plan, one right will be issued by
Soho for each outstanding Soho common share at the close of business today
and for each Soho common share issued in future (subject to the terms of the
Rights Plan). The rights issued under the Rights Plan become exercisable only
if a person acquires or announces its intention to acquire 20% or more of the
common shares of the Company without complying with the "Permitted
Bid" provisions of the Rights Plan or without the approval of Soho's Board
of Directors.
Permitted
Bids must be made to all holders of Soho's common shares by way of a
take-over bid circular prepared in compliance with applicable securities laws
and, among other things, must be open for acceptance for a minimum of 60
days. If at the end of 60 days at least 50% of the outstanding common shares
other than those owned by the offeror and certain related parties have been
tendered and not withdrawn, the bidder may take-up and pay for the shares but
must extend the bid for a further 10 days to allow other shareholders to
tender to the bid.
If a
take-over bid does not meet the Permitted Bid requirements of the Rights
Plan, the rights will entitle shareholders, excluding the 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 became effective as of February 1, 2008 but must be ratified by
shareholders within six months in order to continue to be effective. The
Rights Plan is also subject to approval by the TSX Venture Exchange. A copy
of the Rights Plan will be available at www.sedar.com.
Soho
is not adopting a Rights Plan in response to any proposal to acquire control
of the Company.
WARNING:
The Company relies upon litigation protection for "forward-looking"
statements. This News Release may contain forward-looking statements
including but not limited to comments regarding the timing and content of
up-coming work programs, geological interpretations, receipt of property
titles, potential mineral recovery processes, etc. Forward-looking statements
address future events and conditions and therefore involve inherent risks and
uncertainties. Actual results may differ materially from those currently
anticipated in such statements. Soho Resources Corp. relies upon litigation
protection for forward-looking statements.
The
TSX Venture Exchange has not reviewed and does not take responsibility for
the adequacy or accuracy of this release
Contact
Information
Soho
Resources Corp.
Glen
Sandwell & Stephen Casey
Tel:
604.684.8071
Toll
Free: 1.800.685.0576
Email:
investor_relations@sohoresources.ca
Web:
www.sohoresources.ca
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