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Re: News Release - Wednesday, December 10, 2008
Canplats Adopts Shareholder Rights Plan
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Vancouver, BC - Canplats Resources Corporation ("Canplats" or the
"Company") announced that its Board of Directors has implemented a
Shareholder Rights Plan (the "Rights Plan").
The Rights Plan has been adopted to ensure the fair treatment of all
Canplats shareholders in the event of a take-over bid for the
outstanding common shares of Canplats. In the event that a take-over
bid should occur, the Rights Plan provides a mechanism to ensure that
shareholders have adequate time to properly evaluate and assess it
without facing undue pressure or coercion. The Rights Plan also
provides the Board with additional time to consider any take-over bid
and, if applicable, to explore alternative transactions in order to
maximise shareholder value. Accordingly, the Rights Plan is not
designed to prevent take-over bids that treat Canplats shareholders
fairly.
The Rights Plan is subject to acceptance by the TSX Venture Exchange.
Additionally, the Rights Plan is subject to ratification by the
Company's shareholders at the Company's annual general and special
meeting on January 14, 2009 and re-ratification at the Company's annual
general meetings to be held in 2012 and 2015. If ratified by the
shareholders at each of these meetings, the Rights Plan will have a
term of nine years and will expire at the Company's annual general
meeting in 2018. If the shareholders do not ratify the Rights Plan at
any of such meetings, it will terminate.
Pursuant to the terms of the Rights Plan, any bid that meets certain
criteria intended to protect the interests of all shareholders is
deemed to be a "Permitted Bid". A Permitted Bid must be made by way of
a take-over bid circular prepared in compliance with applicable
securities laws and, in addition to certain other conditions, must
remain open for a minimum of 75 days. In the event a take-over bid
does not meet the Permitted Bid requirements of the Rights Plan, the
rights issued under the plan will entitle shareholders, other than any
shareholder or shareholders involved in the take-over bid, to purchase
additional common shares of Canplats at a significant discount to the
market price of the common shares at that time. The Board of Directors
is not currently aware of any pending or proposed take-over bid for
Canplats.
A copy of the Shareholder Rights Plan Agreement will be available under
the Company's profile at www.sedar.com, the website maintained by the
Canadian securities regulatory authorities. Reference should be made
to the full text of the plan for the details of its provisions.
In addition, the Company announces that it has granted incentive stock
options to directors and officers of the Company, to purchase up to
550,000 common shares of the Company. The options are exercisable for
a period of five years at a price of $1.34 per share. The options were
granted under and are subject to the terms and conditions of the
Company's November 21, 2003 Stock Option Plan.
For further information, contact:
Corporate Information:
Canplats Resources Corporation
R.E. Gordon Davis
Chairman and C.E.O.
Direct: (604) 629-8292
Canplats Resources Corporation
Bruce A. Youngman
President and C.O.O.
Direct: (604)-629-8293
Investor Inquiries:
Blaine Monaghan
Director, Investor Relations
Direct: (604) 629-8294
Toll-Free: (866) 338-0047
info@canplats.com
www.canplats.com
G2 Consultants Corporation
NA Toll-Free: (866) 742-9990
Tel: (604) 742-9990
Fax: (604) 742-9991
canplats@g2consultants.com
To receive Canplats' news releases by e-mail, contact Blaine Monaghan,
Director, Investor Relations, at info@canplats.com or (866) 338-0047.
The TSX Venture Exchange has neither approved nor disapproved of the
information contained herein. Some of the statements contained in the
company's news releases may be forward-looking statements such as the
company's future plans, objectives and goals. The statements that are
not historical facts are forward-looking statements involving known and
unknown risks and uncertainties which could cause actual results to
vary considerably from these statements. The risks and uncertainties
include general and economic conditions as well as those described in
Canplats' SEC Form 20F as amended.
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Copyright (c) 2008 CANPLATS RESOURCES CORPORATION. (CPQ) All rights
reserved. For more information visit our website at
http://www.canplats.com/ or send mailto:info@canplats.com
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