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Re: News - Monday, June 22, 2009
Klondex Waives Application of Previous Shareholder Rights Plan
and Adopts New Shareholder Rights Plan
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Vancouver, British Columbia - June 22, 2009 - Klondex Mines Ltd. (TSX:
KDX) ("Klondex" or the "Company") announced today that it has adopted a
new shareholder rights plan (the "New Plan") and that it has waived the
application of its previous shareholder rights plan (the "Original
Plan") to the take-over bid commenced by Silvercorp Metals Inc. (TSX:
SVM and NYSE Amex: SVM) ("Silvercorp") to acquire all outstanding
shares of Klondex for 0.50 of a common share of Silvercorp for each
share of Klondex (the "Silvercorp Offer").
The New Plan, which is effective immediately and a copy of which is
available on SEDAR, is substantially the same as the Original Plan,
except it provides the Board of Directors with the discretion to defer
the timing of the separation of Rights from the Common Stock (which did
not exist under the Original Plan), clarifies the circumstances
constituting a Flip-in Event which triggers the Rights, and it differs
with respect to the exercise formula of the Rights after the occurrence
of a Flip-in Event. By virtue of having been waived with respect to
the Silvercorp Offer, the Original Plan has also been waived with
respect to any other take-over bid made by way of a take-over bid
circular prior to the expiry of the Silvercorp Offer.
Pursuant to the terms of the New Plan, bids that meet certain criteria
intended to protect the interests of all shareholders are deemed to be
"Permitted Bids." A Permitted Bid must be made by way of a take-over
bid circular prepared in compliance with applicable securities laws
and, in addition to certain other conditions, must remain open for 60
days. In the event a take-over bid does not meet the Permitted Bid
requirements of the New Plan, the rights issued under the plan will
entitle shareholders, other than any shareholder or shareholders
involved in the take-over bid, to purchase additional common shares of
Klondex at a significant discount to the market price of the common
shares at that time. The Silvercorp Offer does not and did not
constitute a "Permitted Bid" under the New Plan or the Original Plan.
Klondex adopted the New Plan to ensure, to the extent reasonably
possible, that shareholders of the Company will be treated fairly in
connection with the Silvercorp Offer and any other offer made for the
common shares of the Company. Pursuant to the New Plan, the Board of
Directors has deferred the Separation Time of the Rights as it relates
to the Silvercorp Offer.
The New Plan will be submitted for ratification by common shareholders
at the next annual and special meeting of shareholders of the Company.
To remain effective, the New Plan must be approved by more than 50% of
the votes cast at that meeting.
Klondex has been notified by the Toronto Stock Exchange (the "TSX")
that the TSX will defer consideration of the acceptance of the New Plan
until such time as the TSX is satisfied that the Ontario Securities
Commission will not intervene pursuant to National Policy 62-202 of the
Canadian Securities Administrators. Pursuant to TSX policies, the TSX
automatically defers acceptance of shareholders rights plans when there
is a specific take-over bid that is being made for the shares of a
company.
The Board of Directors of Klondex recommends that shareholders defer
making any decision on the Silvercorp Offer until the Board has had an
opportunity to fully review the offer and to make a formal
recommendation on its merits. Shareholders will be notified by the
Board of its recommendation through a news release and circular in
accordance with applicable securities laws.
About Klondex Mines:
Klondex Mines Ltd. is a gold exploration company focused on the
development and expansion of its 100%-owned, high-grade Fire Creek
deposit in Nevada which consists of 10,708 acres of fee and lease land.
In March 2009 Klondex defined an Indicated Mineral Resource at Fire
Creek estimated at 5,043,033 tonnes grading 10.11 grams per tonne
containing 1,639,822 ounces of gold and an Inferred Mineral Resource
Estimated at 1,833,423 tonnes grading 8.63 gpt for 508,799 ounces of
gold equivalent. The Fire Creek deposit is classified as a "bonanza"
grade epithermal gold deposit characterized by high-grade drill
intervals including 1.52 meters grading 411 grams (13 oz.) per tonne in
hole FC0417.
Fire Creek is located in North Central Nevada, an area of prolific gold
production, at the intersection of the Battle Mountain-Eureka Trend and
the Northern Nevada Rift. The Company was founded over 35 years ago,
and its property portfolio consists of four gold exploration projects,
all in Nevada. Eighty percent of Klondex's known resource is on
company-owned land. For more information, please visit
www.klondexmines.com.
For Further Information Contact:
David Collins
Jaffoni & Collins Incorporated
KDX@jcir.com
(212) 835-8500
Cautionary Statement:
This news release may contain forward looking statements. Actual
results may differ materially from those indicated by such statements.
All statements, other than statements of historical fact, included in
this news release, are forward looking statements that involve various
risks and uncertainties. There can be no assurance that such
statements will prove to be accurate and actual results and future
events could differ materially from those anticipated in such
statements.
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Copyright (c) 2009 KLONDEX MINES LIMITED (KDX) All rights reserved.
For more information visit our website at http://www.klondexmines.com/
or send mailto:info@klondexmines.com
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VanEck Vectors Global Alternative Energy ETF
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DEVELOPMENT STAGE |
CODE : KDX.TO |
ISIN : CA4986961031 |
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ProfileMarket IndicatorsVALUE : Projects & res.Press releasesAnnual reportRISK : Asset profileContact Cpy |
Klondex Mines is a gold and silver development stage company based in Canada. Klondex Mines holds various exploration projects in USA. Its main asset in development is FIRE CREEK in USA and its main exploration properties are MAGGIE CREEK, REEF, HOT SPRINGS POINT, CORRAL CANYON and SWALES MOUNTAIN in USA. Klondex Mines is listed in Canada and in United States of America. Its market capitalisation is 145.6 millions as of today (US$ 111.0 millions, € 92.3 millions). Its stock quote reached its lowest recent point on December 08, 2000 at 0.06, and its highest recent level on November 04, 2016 at 7.95. Klondex Mines has 47 442 200 shares outstanding. |