TSX: TML
OTCQX: TSRMF
TORONTO, May 1, 2018 /CNW/ - Treasury Metals Inc. (TSX:
TML) (OTCQX: TSRMF) (the "Company") has adopted a shareholder
rights plan (the "Rights Plan"). The purpose of the Rights Plan is
to provide the shareholders and Board of Directors with adequate
time to consider and evaluate any unsolicited bid and to provide
the Board of Directors with adequate time to identify, develop and
negotiate value-enhancing alternatives, if considered appropriate,
to any such unsolicited bid.
The Rights Plan has been conditionally accepted by the Toronto
Stock Exchange (the "TSX") and is effective as of April 30, 2018 (the "Effective Date"). At the
close of business on the Effective Date, one right (a "Right") will
be issued and attached to each Common Share outstanding at that
time. A Right will also be attached to each Common Share issued
after the Effective Date. The issuance of the Rights will not
change the manner in which shareholders trade their Common Shares.
If the Rights Plan is not ratified by shareholders at the upcoming
annual and special meeting of the Company on June 13, 2018, the Rights Plan and all Rights
outstanding at that time will terminate. If the Rights Plan is
ratified by shareholders at such meeting, the Rights Plan will be
in effect until the termination of the Company's annual meeting in
2021 unless reapproved by shareholders at that time.
The Rights Plan is similar to other rights plans adopted by many
Canadian corporations. The Rights Plan is not triggered if an offer
to acquire Common Shares is made as a "Permitted Bid" and thereby
allows sufficient time for shareholders to consider and react to
the offer. A "Permitted Bid" is a take-over bid made by way of a
take-over bid circular in compliance with National Instrument
62-104 Take-Over Bids and Issuer Bids. The Rights Plan will
be triggered by an acquisition, other than pursuant to a Permitted
Bid, of 20% or more of the outstanding Common Shares or the
commencement of a take-over bid that is not a Permitted Bid.
The Rights Plan was not proposed in response to, or in
anticipation of, any pending, threatened or proposed acquisition or
take-over bid. The directors did not adopt the Rights Plan to deter
take-over proposals.
The description of the Rights Plan in this press release is
qualified in its entirety by the full text of the Rights Plan,
which will be made available shortly under the Company's profile on
SEDAR at www.sedar.com.
ADOPTION OF ADVANCE NOTICE
BY-LAW
The Board of Directors has also adopted an advance notice by-law
(the "Advance Notice By-Law") effective on the Effective Date. The
Advance Notice By-Law establishes a framework for advance notice of
nominations for directors by the shareholders, in the event
shareholders intend to nominate candidates for election as
directors of the Company.
In the case of an annual meeting of shareholders (each, an
"AGM"), the advance notice to Company must be given not less than
30 nor more than 65 days prior to an AGM, however in the event that
an AGM is called for a date that is less than 50 days after the
date (the "Notice Date") on which the first public announcement of
the date of the AGM was made, notice may be made not later than 10
days following the Notice Date.
In the case of a special meeting (which is not also an AGM) of
shareholders called for the purpose of electing directors (whether
or not called for other purposes), the advance notice must be given
not later than 15 days following the day on which the first public
announcement of the date of the special meeting of shareholders was
made.
The Advance Notice By-Law remains subject to ratification of the
shareholders at the annual and special meeting on June 13, 2018. If the Advance Notice By-Law is
not ratified by shareholders at the upcoming annual and special
meeting on June 13, 2018, it will
terminate. The description of the Advance Notice By-Law in this
press release is qualified in its entirety by the full text of the
Advance Notice By-Law, which will be made available shortly under
the Company's profile on SEDAR at www.sedar.com.
EXTENSION OF TERM OF WARRANTS
The Company also announces that subject to standard conditions,
it has received approval from the TSX to extend the term of
4,170,666 warrants (each, a "Warrant") to purchase common shares of
the Company (each, a "Common Share") that are set to expire on
May 18, 2018 to May 18, 2019 (the "New Warrant Expiration Date").
All other terms of the Warrants remain the same. Insiders of the
Company do not hold any Warrants. The New Warrant Expiration
Date will come into effect as at May
11, 2018.
The Warrants were originally issued on May 18, 2016 as part of a private placement of
8,341,333 units (each, a "Unit") at a price of $0.48 per Unit for gross proceeds of $4.0 million. Each Unit was comprised of one
Common Share and one half Warrant, with each full Warrant
exercisable into one Common Share at an exercise price of
$0.70.
About Treasury Metals Inc.:
Treasury Metals is a gold focused exploration and development
company with assets in Ontario,
Canada and is listed on the TSX under the symbol "TML".
Treasury Metals Inc.'s 100% owned Goliath Gold Project in
northwestern Ontario is slated to
become one of Canada's next
producing gold mines. With first-rate infrastructure currently in
place and gold mineralization extending to surface, Treasury Metals
plans on the initial development of an open pit gold mine to feed a
2,500 per day processing plant with subsequent underground
operations in the latter years of the mine life. Treasury Metals
currently has an active exploration program at the Goliath Gold
Project.
For more information about Treasury Metals, please visit the
Company's website at: http://www.treasurymetals.com
Follow us on Twitter @TreasuryMetals
Forward-looking Statements
This release includes certain statements that may be deemed
to be "forward-looking statements". All statements in this release,
other than statements of historical facts, that address events or
developments that management of the Company expect, including those
pertaining to the New Warrant Expiration Date, shareholder
ratification of the Rights Plan, and shareholder ratification of
the Advance Notice By-Law are forward-looking statements. Actual
results or developments may differ materially from those in
forward-looking statements. The Company disclaims any intention or
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
save and except as may be required by applicable securities
laws.
SOURCE Treasury Metals Inc.