VANCOUVER, Oct. 10 /PRNewswire-FirstCall/ -- Roca Mines Inc. (ROK: TSX-V) ("the Company") announces that it has adopted a shareholder rights plan (the "Plan") effective today, subject to ratification by the Company's shareholders at the next annual general meeting to be held in February of 2009.
Under the Plan, the Board of Directors has authorized the issuance of the rights to holders of its common shares at the rate of one right for each common share outstanding to automatically attach to the common shares without further action by the shareholders. The Plan has been adopted to ensure the fair treatment of shareholders in the event of an unsolicited takeover offer for the Company's common shares and has not been adopted in response to, or in anticipation of, any acquisition or takeover offer.
The rights issued under the Plan will become exercisable if a person or group acquires 20% or more of the common shares of the Company without complying with the "permitted bid" provisions of the Plan or without approval of the Company's Board of Directors. Should such an acquisition occur, holders of rights (other than the acquiring person or group) will be entitled to acquire a significant number of common shares of the company at discount to the market price at that time. The rights are not triggered by a permitted bid, which is a takeover bid for at least 50% of the outstanding voting shares held by independent shareholders, made by way of a formal takeover bid circular and open for at least 60 days.
The Plan is intended to provide the Board of Directors with adequate time to consider other alternatives to maximize shareholder value and to allow competitive bids to emerge. The Plan will also help to ensure, to the extent possible, that all shareholders of the Company are treated equally and fairly in connection with any takeover bid for the Company.
ROCA MINES INC. "David J. Skerlec" ------------------------------------------------ David J. Skerlec - Chief Financial Officer The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.
