|August 30, 2010|
Centurion Adopts Shareholder Rights Plan
|Vancouver, B.C., August 30, 2010. Centurion Minerals Ltd. (CTN: TSX-V) ("Centurion", or "the Company") announces that it has adopted a Shareholder Rights Plan (the "Rights Plan"), similar to those of other Canadian public companies. |
The principal purpose of the Rights Plan is to provide the Board of Directors with sufficient time to explore and develop all options for maximizing shareholder value if a take-over bid is made for the Company and to provide every shareholder with an equal opportunity to participate in such a bid. The Rights Plan encourages a potential acquirer to proceed either by way of a Permitted Bid (as defined in the Rights Plan), which requires the take-over bid to satisfy certain minimum standards designed to promote fairness, or with the concurrence of the Board of Directors. The Board of Directors of the Company is not currently aware of any pending or proposed takeover bid and did not adopt the Rights Plan to prevent a take-over of the Company, to secure the continuance of management or the directors in their respective offices or to deter fair offers for the Company's common shares.
In order to implement the Rights Plan, the Board of Directors has authorized the issue of one right (a "Right") in respect of each common share of the Company outstanding at the close of business on August 27, 2010, and each common share of the Company issued thereafter. The Rights are represented by the common share certificates and trade with the common shares. Rights certificates will not be issued and the Rights will not be dilutive, until the Rights separate from the common shares and become exercisable. Accordingly, the issuance of the Rights will not change the manner in which the common shares are currently traded by shareholders.
Under the Rights Plan, 10 trading days after a person has acquired 20% or more of the common shares, other than by way of a Permitted Bid, holders of all remaining common shares will generally be able to exercise rights to purchase additional common shares at a discount to market. The Board of Directors may waive the application of the Rights Plan to any particular acquisition.
The Rights Plan is subject to shareholder approval at the Company's Special & Annual General Meeting to be scheduled prior the end of January 2011. If the Rights Plan is not confirmed by the Company's shareholders, the Rights Plan and all outstanding rights thereunder will terminate and be void and of no further force or effect.
A copy of the Rights Plan and the Company's material change report respecting the Rights Plan will be available on SEDAR at www.sedar.com.
Centurion Minerals Limited is a Canadian-based company focused on the procurement, exploration and development of gold and other precious metal projects in Northern Sumatra, Indonesia and Canada.
ON BEHALF OF THE BOARD OF DIRECTORS
"David G. Tafel"
President and CEO
For Further Information Contact:
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release may contain forward-looking information including but not limited to comments regarding the timing and content of upcoming financings, work programs, geological interpretations, receipt of property titles, potential mineral recovery processes, other transactions, etc. Forward-looking information includes disclosure regarding possible future events, or conditions or results of operations that is based on assumptions about future economic conditions and courses of action, and therefore, involves inherent risks and uncertainties. Although management has a reasonable basis for the conclusions drawn, actual results may differ materially from those currently anticipated in such statements.
You can view the Next News Releases item: Thu Sep 30, 2010, Centurion Confirms High Sulphidation Style Alteration Associated With Gold Values In Properties Adjacent To Miwah Epithermal Gold Discovery In Aceh Province, Sumatra, Indonesia
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