Otis Adopts Shareholder Rights Plan
October 16, 2012
Vancouver, B.C. – Otis Gold Corp. (“Otis” or the “Company”) is pleased to announce that its Board of Directors has adopted a shareholder rights plan (a “Shareholder Rights Plan”), effective immediately, subject to shareholder and TSX-V approval.
The Board, in light of the Company’s low market valuation and pre-existing market conditions, has adopted the Shareholder Rights Plan as a cautionary measure. The Company has not been approached by anyone regarding a takeover and is currently not aware of any situations that would trigger the implementation of the Shareholder Rights Plan. The purpose of the Shareholder Rights Plan is to provide shareholders and the Board with adequate time to consider and evaluate any unsolicited bids made for the Company, to provide the Board with adequate time to identify, develop and negotiate value-enhancing alternatives if considered appropriate, to encourage the fair treatment of shareholders, and to ensure that any proposed transaction is in the best interests of the Company.
The rights issued under the Shareholder Rights Plan will become exercisable only if a person, together with its affiliates, associates and joint actors, acquires or announces its intention to acquire beneficial ownership of shares which, when aggregated with its current holdings, total 20% or more of the Company’s outstanding common shares (determined in the manner set out in the Shareholder Rights Plan), other than by a permitted bid. Permitted bids must be made by way of a take-over bid circular prepared in compliance with applicable securities laws and, among other things, must remain open for 60 days. If a take-over bid does not meet the permitted bid requirements of the Shareholder Rights Plan, the rights will entitle shareholders, other than any shareholder or shareholders making the take-over bid, to purchase one additional common share of the Company at a 50% discount to the market price of the common shares at that time.
The Company will seek shareholder approval of the Shareholder Rights Plan at its next annual general meeting of shareholders, scheduled to be held in December, 2012.
About the Company
Otis is a resource company focused on the acquisition, exploration, and development of precious metal deposits in Idaho, USA. Otis is currently developing its flagship property, the Kilgore Gold Project, located in Clark County, Idaho.
Forward Looking Statement
This document contains certain forward looking statements which involve known and unknown risks, delays, and uncertainties not under the corporations control which may cause actual results, performance or achievements of the corporation’s to be materially different from the results, performance or expectation implied by these forward looking statements.
ON BEHALF OF THE BOARD
“Craig T. Lindsay”
President and CEO
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Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.