West Timmins Mining Adopts Shareholder Rights Plan
(Vancouver, June 23, 2009) - West Timmins Mining Inc. (WTM:TSX) ("WTM" or the "Company") announced today that its Board of Directors has adopted effective immediately, a Shareholder Rights Plan subject to ratification by shareholders.
The purpose of the Shareholder Rights Plan is to provide shareholders and the Company's Board of Directors with adequate time to consider and evaluate any unsolicited bid made for the Company, to provide the Board with adequate time to identify, develop and negotiate value-enhancing alternatives, if considered appropriate, to any such unsolicited bid, to encourage the fair treatment of shareholders in connection with any take-over bid for the Company and to ensure that any proposed transaction is in the best interests of the Company's shareholders.
The rights issued under the Shareholder Rights Plan will generally become exercisable only if a person, together with its affiliates, associates and joint actors, acquires or announces its intention to acquire beneficial ownership of voting securities which when aggregated with its current holdings total 20% or more of the Company's outstanding voting securities (determined in the manner set out in the Shareholder Rights Plan), subject to certain exceptions, including a Permitted Bid or Shareholder Endorsed Insider Bid (in each case as described in the Shareholder Rights Plan). 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 60 days. A Shareholder Endorsed Insider Bid is a take-over bid made by a bidder who together with its affiliates or associates and joint actors has beneficial ownership of 10% or more of the voting securities of the Company, by way of take-over bid circular to all shareholders, and in respect of which, among other things, more than 50% of the voting securities held by the independent securityholders have been tendered to the take-over bid at the time of first take-up under the take-over bid and the date of such first take-up occurs not later than the 120th calendar day following the date on which the take-over bid is commenced. A Shareholder Endorsed Insider Bid is not required to be open for a minimum period of time beyond the 35 days required under applicable securities law.
In the event that the rights issued under the Shareholder Rights Plan become exercisable, the rights will entitle the rights holders, other than any person or persons 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 are not being distributed in response to any specific effort to acquire control of the Company.
A copy of the Shareholder Rights Plan was provided to the Toronto Stock Exchange (the "TSX"). The TSX has accepted notice for filing of the Shareholder Rights Plan subject to, among other things, evidence of shareholder approval of the Shareholder Rights Plan at the annual general meeting of shareholders to be held on August 13, 2009 and public disclosure of this news release.
About West Timmins Mining Inc. (www.westtimminsmining.com):
WTM is focussed on the exploration and development of district-scale gold projects in the major gold camps of North America. The Company is advancing the high-grade Rusk and Porphyry Gold discoveries on its Thunder Creek joint venture in Timmins, Ontario and continues to expand a number of gold zones located along the nearby 5.0 kilometre long Golden River Trend on its wholly owned Thorne Property. WTM also has active gold exploration projects in Mexico, highlighted by the high-grade Lluvia de Oro gold-silver Project in Chihuahua State. West Timmins Mining is based in Vancouver, British Columbia, Canada and trades on the Toronto Stock Exchange under the symbol WTM.
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On behalf of the Board of West Timmins Mining Inc.
"Darin W. Wagner"
Darin W. Wagner President and Chief Executive Officer
For further information contact: John Toporowski, Manager, Investor Relations West Timmins Mining Inc., Vancouver Tel: (604) 685-8311 / Toll Free: (866) 685-8311 E-mail: jtoporowski@westtimminsmining.com
The TSX has not reviewed and does not accept responsibility for the accuracy or adequacy of this news release, which has been prepared by management.
For further details on West Timmins Mining Inc. please refer to prior disclosure at http://www.sedar.com/. The securities described in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended, or under any U.S. state securities laws, and such securities may not be offered or sold in the United States absent an exemption from such registration requirements.
This press release contains forward looking statements within the meaning of applicable Canadian and U.S. securities regulation, including statements regarding the future activities of the Company. Forward looking statements reflect the current beliefs and expectations of management and are identified by the use of words including "will", "expected to", "plans", "planned" and other similar words. Actual results may differ significantly. The achievement of the results expressed in forward looking statements is subject to a number of risks, including those described in the Company's annual information form as filed with the Canadian securities regulators which are available at www.sedar.com. Investors are cautioned not to place undue reliance upon forward looking statements.
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