Romios Re-Adopts Shareholder Rights Plan and Updates By-Laws
TORONTO, ONTARIO -- (Marketwired) -- 04/26/13 -- Romios Gold Resources Inc. (TSX VENTURE: RG)(PINKSHEETS: RMIOF)(FRANKFURT: D4R) ("Romios" or the "Company") is pleased to announce that its Board of Directors has re-adopted a shareholder rights plan (the "Rights Plan") designed to encourage the fair and equal treatment of shareholders in connection with any take-over bid for the outstanding securities of the Company. The Rights Plan provides the Board of Directors with additional time to assess the advantages and disadvantages to any particular offer and to seek out alternative proposals in the best interests of all shareholders.
Effective August 2, 2007, the Corporation implemented a Rights Plan (the "Previous Rights Plan") that was approved by the Shareholders at the Annual Meeting held on January 25, 2008. Shareholders ratified the Rights Plan for a further 3 years at the Annual Meeting held on December 16, 2010. The Corporation is now required to seek shareholder approval to put the previous Rights Plan back into place. The Rights Plan and the Rights Plan Agreement are substantially the same as the Previous Rights Plan and the previous Rights Plan Agreement.
Romios has not adopted the Rights Plan in response to any specific proposal to acquire control of its outstanding shares. The Rights Plan is similar to plans adopted by other Canadian companies and ratified by their shareholders. It is not the intention of the Rights Plan to entrench management or prevent a change of control of Romios to the detriment of shareholders. The Rights Plan does not apply to take-over bids that meet certain requirements including that the bid be made by way of a take-over bid circular and be left open for at least 60 days so as to ensure that shareholders have an adequate opportunity to assess the merits of the bid.
The Rights Plan has been conditionally accepted by the TSX Venture Exchange subject to obtaining shareholder ratification of the Rights Plan at the Annual and Special Meeting of Romios to be held on May 28, 2013 (the "Meeting"). If ratified, the Rights Plan will have an initial term which expires at the annual meeting of shareholders of Romios to be held in 2016, and may be extended for a second term lasting until the annual meeting of shareholders to be held in 2019. A copy of the Rights Plan is available for viewing on SEDAR at www.sedar.com, and can also be obtained from Romios.
The Company also wishes to announce that the Board of Directors has adopted a new general By-Law Number 1-A ("2013 By-Law") which includes an advance notice policy (the "Advance Notice Provisions") requiring advance notice to the Company in circumstances where nominations of persons for election to the Board of Directors are made by shareholders of the Company other than pursuant to: (i) the requisition of a meeting, or (ii) a shareholder proposal, both made pursuant to the provisions of the Business Corporations Act (Ontario) (the "Act").
Among other things, the Advance Notice Provisions fix a deadline by which holders of record or beneficial holders of common shares of the Company must submit director nominations to the Company prior to any annual or special meeting of shareholders and set forth the information that a shareholder must include in the notice to the Company. In the case of an annual meeting of shareholders, notice to the Company must be provided not less than 30 days nor more than 65 days prior to the date of the annual meeting.
In the case of a special meeting of shareholders (which is not also an annual meeting), notice to the Company must be provided no later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made.
The 2013 By-Law, which includes the Advance Notice Provisions, is effective as of the date it was approved by the Board of Directors, being April 24, 2013. In accordance with the Act, the 2013 By-Law is subject to confirmation by shareholders at the Meeting. The 2013 By-Law is available under the Company's profile on SEDAR at www.sedar.com and can also be obtained from the Company.
About Romios Gold Resources Inc.
Romios is an active Canadian exploration company established in 1995, with a primary focus on gold, silver and copper. Extensive exploration work has been done on its Galore Creek area properties in British Columbia, which are centrally located between Teck and NovaGold's large copper-gold-silver deposit and Barrick's high grade gold mine at Eskay Creek. Road access and power lines are being advanced to this exploration area in North Western B.C.
Cautionary Note Regarding Forward-Looking Statements: This Press Release contains forward-looking statements that involve risks and uncertainties, which may cause actual results to differ materially from the statements made. When used in this document, the words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions are intended to identify forward-looking statements. Such statements reflect our current views with respect to future events and are subject to such risks and uncertainties. Many factors could cause our actual results to differ materially from the statements made, including those factors discussed in filings made by us with the Canadian securities regulatory authorities. Should one or more of these risks and uncertainties, such actual results of current exploration programs, the general risks associated with the mining industry, the price of gold and other metals, currency and interest rate fluctuations, increased competition and general economic and market factors, occur or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, or expected. We do not intend and do not assume any obligation to update these forward-looking statements, except as required by law. Shareholders are cautioned not to put undue reliance on such forward-looking statements.
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.
Contacts:
Romios Gold Resources Inc.
Tom Drivas
President, CEO and Director
(416) 221-4124
(416) 218-9772 (FAX)
romios@romios.com
Romios Gold Resources Inc.
Thomas Skimming, P.Eng.
Vice-President, Exploration and Director
(416) 444-0900
tmsk8ing@hotmail.com
www.romios.com
