Release #8 - 2013
Vancouver, BC � February27, 2013 � Monument Mining Limited (the "
Company") announces that its board of directors (the "
Board") has approved a Shareholder Rights Plan, an Advance Notice By-Law, and a dividend policy.
Shareholder Rights PlanThe Board has approved the adoption of a Shareholder Rights Plan (the "
Rights Plan"). Shareholder approval of the Rights Plan will be sought at the Company's next annual general meeting of shareholders scheduled for March 28, 2013. If the Rights Plan is ratified by the shareholders, the Rights Plan will have an initial term which expires at the third annual general meeting of shareholders of the Company after the date of ratification of the Rights Plan by shareholders. The Rights Plan may be extended beyond such time by resolution of shareholders at such meeting.
The Rights Plan is subject to the approval of the TSX Venture Exchange.
The Rights Plan has been implemented by way of a rights plan agreement (the "
Rights Plan Agreement") between the Company and Computershare Investor Services Inc., as rights agent, which has been designed to protect shareholders from unfair, abusive or coercive take-over strategies including the acquisition of control of the Company by a bidder in a transaction or series of transactions that may not treat all shareholders fairly or afford all shareholders an equal opportunity to share in the premium paid upon an acquisition of control. The Board considers that the adoption of the Rights Plan is desirable and in the interests of all of the Company's shareholders.
The Rights Plan Agreement was adopted to provide the Board with sufficient time, in the event of a public take-over bid or tender offer for the common shares of the Company, to pursue alternatives which could enhance shareholder value. These alternatives could involve the review of other take-over bids or offers from other interested parties, to provide shareholders desiring to sell the Company's common shares with the best opportunity to realize the maximum sale price for their common shares. In addition, with sufficient time, the Board would be able to explore and, if feasible, advance alternatives to maximize share value through possible corporate reorganizations or restructuring. The directors need time in order to have any real ability to consider these alternatives.
Effective as of February 27, 2013, rights (the "
Rights") have been issued and attached to all of the Company's outstanding common shares. A separate rights certificate will not be issued until such time as the Rights become exercisable. The Rights will become exercisable only when a person, together with its affiliates, associates and joint actors (collectively, an "
Acquiring Person"), acquires or announces its intention to acquire beneficial ownership of the Company's common shares which when aggregated with its current holdings total 20% or more of the outstanding common shares of the Company (determined in the manner set out in the Rights Plan Agreement). If such an event were to occur, each Right held by shareholders other than the Acquiring Person would become exercisable. The Rights will permit their holders to purchase common shares of the Company at a 50% discount to their market price (as defined in the Rights Plan Agreement). Notwithstanding the foregoing, the Rights Plan will not be triggered by the holding of 20% or more of the Company's common shares by a shareholder, unless such shareholder acquires additional common shares of the Company.
The Rights will not, however, be triggered by a "
Permitted Bid" which is defined as a bid which is outstanding for a minimum of 60 days, is made to all of the shareholders of the Company for all of their common shares and, subject to other specified conditions, is accepted by a majority of independent shareholders (as detailed in the Rights Plan Agreement).
The Company has no knowledge of any pending or threatened takeover bids for the Company, and has no reason to believe that any takeover offer for the Company's shares is imminent.
Additional details regarding the Rights Plan Agreement will be provided in the Information Circular that will be available for viewing on SEDAR and mailed to the shareholders of the Company prior to the Company's annual general meeting of shareholders scheduled for March 28, 2013.
Advance Notice By-LawThe Company also announces the approval by the Board on February 24, 2013 of amendments to the Company's by-laws to include an advance notice by-law number 1A (the "
By-Law"), which By-Law requires advance notice to the Company in circumstances where nominations of persons for election to the Board are made by shareholders of the Company other than pursuant to: (i) a requisition of a meeting made pursuant to the provisions of the
Canada Business Corporations Act (the "
Act"), or (ii) a shareholder proposal made pursuant to the provisions of the Act.
Among other things, the By-Law fixes a deadline by which holders of record of common shares of the Company must submit director nominations to the Company prior to any annual or special meeting of shareholders and sets forth the information that a shareholder must include in the notice to the Company for the notice to be in proper written form.
In the case of an annual meeting of shareholders, notice to Monument must be made not less than 30 nor more than 65 days prior to the date of the annual meeting; provided, however, that in the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be made no later than the close of business on the 10
th day following such public announcement.
In the case of a special meeting of shareholders (which is not also an annual meeting), notice to Monument must be made not later than the close of business on the 15
th day following the day on which the first public announcement of the date of the special meeting was made.
The By-Law is effective as of the date it was approved.
The full text of the By-Law is available on SEDAR at
www.sedar.com.
Dividend PolicySubject to financial results, capital requirements, available cash flow, any required regulatory approvals, and any other factors that the Board of Directors may consider relevant, it is the intention of the Board of Directors to declare an annual dividend to holders of common shares of the Company on an ongoing basis beginning December 2013. It is expected that future dividend payments will be made to shareholders of record as of the close of business on the last business day of each calendar year subject to the financial and other conditions as set out above and that the related payment date will be established and announced in accordance with the policies of the TSX Venture Exchange.
About Monument Mining Limited Monument Mining Limited (TSX-V:MMY, FSE:D7Q1) is an established Canadian gold producer that owns and operates the Selinsing Gold Mine in Malaysia, with production cash costs among the lowest in the world. Its experienced management team is committed to growth and is advancing several exploration and development projects in Malaysia, including the polymetallic Mengapur project. The Company employs 280 people in Malaysia and is committed to the highest standards of environmental management, social responsibility, and health and safety for its employees and neighboring communities.
Robert F. Baldock, President and CEO
Monument Mining Limited
Suite 910- 688 West Hastings Street
Vancouver B.C. Canada V6B 1P1