VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 7, 2008) - GREAT PANTHER RESOURCES LIMITED (TSX:GPR) (the "Company") announces that its Board of Directors has approved the adoption of a Shareholder Rights Plan (the "Plan") as part of its procedures for dealing with any parties who may seek to acquire control of the Company through a take-over bid or other transaction.
The Company is not aware of any pending or threatened take-over bids for the Company, and it is not the intention of the Plan to prevent take-over bids. The Plan is intended to ensure that all shareholders are treated equally and fairly in any such transaction. The Plan has been adopted in order to provide the Company's Board of Directors with sufficient time to assess and evaluate any take-over bid or other control transaction and to explore and develop alternatives for maximizing shareholder value.
The Plan is similar to other shareholder rights plans adopted by Canadian corporations. To implement the Plan, the Board of Directors of the Company authorized the issue of one Right in respect of each common share of the Company outstanding to holders of record at 5:00 pm, Vancouver time, on March 7, 2008. Until the occurrence of certain specific events, the Rights will trade with the common shares of the Company and be represented by the share certificates for such common shares.
The Rights become exercisable only when a person, including any party related to it or acting jointly with it, acquires or announces its intention to acquire 20% or more of the outstanding common shares of the Company without complying with the "Permitted Bid" provisions of the Plan. Under the Plan, a Permitted Bid is a bid made to all shareholders on identical terms and conditions that is open for at least 60 days. If at the end of 60 days more than 50% of the outstanding shares, other than those owned by the offeror and certain persons related to the offeror or acting jointly with it, have been tendered, the offeror may take up and pay for the shares but must extend the bid for a further 10 business days to allow all other shareholders to tender.
Should a non-permitted acquisition occur, each Right would entitle each holder of common shares (other than the offeror and certain parties related to the offeror or acting jointly with it) to purchase additional common shares of the Company at a 50% discount to the market price at the time.
Although the Plan has become effective upon its adoption by the Board of Directors, in accordance with stock exchange requirements it will be submitted to shareholders of the Company for ratification at the next annual shareholders meeting. If ratified, the Plan will continue until the annual general meeting of shareholders in 2012.
The Plan is subject to acceptance by the Toronto Stock Exchange.
ON BEHALF OF THE BOARD
Kaare G. Foy, Executive Chairman
This news release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and forward-looking information within the meaning of the Securities Act (Ontario) (together, "forward-looking statements"). Such forward-looking statements may include but are not limited to the Company's plans for production at its Guanajuato and Topia Mines in Mexico, exploring its other properties in Mexico, the overall economic potential of its properties, the availability of adequate financing and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements expressed or implied by such forward-looking statements to be materially different. Such factors include, among others, risks and uncertainties relating to potential political risks involving the Company's operations in a foreign jurisdiction, uncertainty of production and cost estimates and the potential for unexpected costs and expenses, physical risks inherent in mining operations, currency fluctuations, fluctuations in the price of silver, gold and base metals, completion of economic evaluations, changes in project parametres as plans continue to be refined, the inability or failure to obtain adequate financing on a timely basis, and other risks and uncertainties, including those described in the Company's Annual Report on Form 20-F for the year ended December 31, 2006 and reports on Form 6-K filed with the Securities and Exchange Commission and available at www.sec.gov and Material Change Reports filed with the Canadian Securities Administrators and available at www.sedar.com.
SEC 20-F Statement Filed
Standard & Poor's Listed
FOR FURTHER INFORMATION PLEASE CONTACT:
Great Panther Resources Limited
Great Panther Resources Limited
(604) 899-4303 (FAX)