Shareholder Rights Plan
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Atomic Minerals Announces Non-Brokered LIFE Offering and Concurrent Private Placement of up to $1.8M and Adoption of Shareholder Rights Plan
Newsfile· 2025-11-19 12:00
Core Viewpoint - Atomic Minerals Corporation is conducting a non-brokered private placement to raise up to $1.8 million through a LIFE Offering and a Concurrent Private Placement, aimed at funding uranium exploration projects in Saskatchewan and the U.S. [1][6] Group 1: Financing Details - The LIFE Offering consists of up to 12,000,000 units priced at $0.05 per unit, aiming for gross proceeds of up to $600,000 [1] - The Concurrent Private Placement will offer up to 24,000,000 units at the same price, targeting gross proceeds of up to $1,200,000 [1] - Each unit includes one common share and one-half of a common share purchase warrant, with warrants exercisable at $0.10 for 12 months [2] Group 2: Use of Proceeds - The net proceeds from both offerings will be utilized for exploration activities at uranium projects in Saskatchewan and the Colorado Plateau, as well as for general administrative expenses [6] Group 3: Shareholder Rights Plan - The company has adopted a shareholder rights plan effective October 14, 2025, to ensure fair treatment of all shareholders during unsolicited take-over bids [9][10] - The plan includes provisions for rights attached to shares that become exercisable if an acquiring person obtains 20% or more of the voting securities without complying with the plan [11] - The plan is subject to ratification by shareholders at the upcoming annual general meeting on November 21, 2025 [12] Group 4: Market Making Engagement - Atomic Minerals has engaged Independent Trading Group as a market maker to enhance liquidity and maintain a reasonable market for its shares [13] - The market-making agreement includes a monthly compensation of CAD$6,000 plus GST, with an initial term of one month [14]
Lifeway Foods Extends Existing Shareholder Rights Plan
Prnewswire· 2025-10-29 20:45
Core Viewpoint - Lifeway Foods, Inc. has extended its Shareholder Rights Agreement for one year to protect against potential control acquisition by shareholders without fair compensation [2][3]. Group 1: Shareholder Rights Agreement - The Board of Directors approved an amendment to extend the expiration date of the Rights Plan to October 29, 2026, while all other terms remain unchanged [1][3]. - The decision to extend the Rights Plan was based on concerns about the company's concentrated share ownership, which could allow a shareholder or group to gain de facto control without paying a control premium [2][3]. - The Rights Plan aims to ensure that all shareholders can realize the full value of their investment and to guard against tactics that could lead to a transfer of control without premium payment [3]. Group 2: Company Overview - Lifeway Foods is recognized as a leading supplier of kefir and fermented probiotic products in the U.S., with a diverse product line including drinkable kefir and various cheeses [5]. - The company has received accolades such as being named one of America's Growth Leaders by TIME and Dairy Foods' Processor of the Year 2025 [5]. - Lifeway's products are distributed across multiple countries, including the U.S., Mexico, Ireland, South Africa, the UAE, and France [5].
Sylogist Announces Governance Changes to Drive Growth and Value Creation
Globenewswire· 2025-10-28 13:10
Core Viewpoint - Sylogist Ltd. is implementing proactive governance updates to enhance growth and value creation, including board chair succession planning and the adoption of a shareholder rights plan [1][4][5]. Governance Updates - Barry Foster will step down as Chair of the board at the next annual meeting, initiating a succession planning process while remaining a director [1][2]. - The Nominating & Governance Committee, chaired by Kim Fennell, will oversee the board chair succession planning [2]. Shareholder Engagement - A special committee was formed on September 12, 2025, to address a threatened shareholder meeting requisition, engaging with shareholders representing over 50% of Sylogist's shares [3]. Shareholder Rights Plan - The board has adopted a new shareholder rights plan effective October 27, 2025, designed to ensure fair treatment of all shareholders during take-over bids and to protect against "creeping bids" [4][5]. - The rights plan requires ratification by shareholders within six months, with a special meeting expected to be called for this purpose [6].
Military Metals to Adopt Shareholder Rights Plan
Newsfile· 2025-10-23 11:30
Vancouver, British Columbia--(Newsfile Corp. - October 23, 2025) - Military Metals Corp. (CSE: MILI) (OTCQB: MILIF) (FSE: QN90) (the "Company" or "MILI") announces that it intends to adopt a shareholder rights plan (the "Rights Plan"), subject to ratification by shareholders at the upcoming Annual General Meeting of shareholders to be held in approximately 3 months. The Rights Plan is not being adopted in response to any specific proposal to acquire control of the Company, but the Board has become aware th ...
HydroGraph Announces Adoption of Shareholder Rights Plan
Globenewswire· 2025-09-29 12:00
Core Points - HydroGraph Clean Power Inc. has adopted a Shareholder Rights Plan to ensure fair treatment of all shareholders in the event of unsolicited take-over bids [1][2] - The plan is not in response to any specific take-over bid and there are no known pending proposals for acquisition [3] - The Shareholder Rights Plan requires ratification by shareholders within six months and, if approved, will have an initial term of three years [4] Summary of the Shareholder Rights Plan - The plan aims to provide the Board with the opportunity to identify and negotiate value-enhancing alternatives to unsolicited take-over bids [2] - A summary of the principal terms will be included in the Management Information Circular sent to shareholders prior to the meeting [5] - The complete Shareholder Rights Plan will be filed on the Company's profile pages on SEDAR+ [5] Company Overview - HydroGraph Clean Power Inc. produces high-purity graphene through a patented explosion synthesis process, setting a new industry standard [6]
DallasNews Corporation Rejects Unsolicited Non-Binding Proposal from Affiliate of Alden Global Capital
Globenewswire· 2025-07-28 11:30
Core Viewpoint - DallasNews Corporation has rejected an unsolicited acquisition proposal from MNG Enterprises, Inc. and reaffirmed its commitment to a merger agreement with Hearst, which has been amended to increase the purchase price from $14.00 to $15.00 per share in cash [2][5]. Summary by Sections Acquisition Proposals - DallasNews received a non-binding proposal from MNG Enterprises to acquire its shares at $16.50 per share, which was reviewed and rejected by the Board [2][4]. - The Board concluded that the Alden Proposal does not qualify as a "Superior Proposal" under the existing Hearst Merger Agreement [4]. Hearst Merger Agreement - On July 9, 2025, DallasNews entered into a definitive agreement with Hearst to acquire all outstanding shares at $14.00 per share, which was later amended to $15.00 per share at the Board's request [3][5]. - Robert W. Decherd, who controls a significant portion of the voting power, has committed to vote in favor of the Hearst merger and against alternative proposals [3][4]. Shareholder Rights Plan - The Board adopted a shareholder rights plan to protect against potential hostile takeovers, particularly in response to the Alden Proposal [6][7]. - The rights plan allows shareholders to purchase additional shares at a discounted price if a person or group acquires 10% or more of the Company's Series A common stock without Board approval [8][9]. - The rights plan is effective immediately and will expire on July 26, 2026, unless terminated earlier [10]. Financial Advisory - J.P. Morgan Securities LLC is serving as the exclusive financial advisor to DallasNews, while Haynes Boone is providing legal advice [11].
Erdene Announces Results of Annual and Special Meeting of Shareholders
Globenewswire· 2025-06-26 11:00
Core Points - Erdene Resource Development Corporation's shareholders voted in favor of all items at the Annual and Special Meeting held on June 25, 2025 [1] Group 1: Board and Executive Appointments - Shareholders approved management's nominees to the board of directors with high support, including Peter C. Akerley (99.76% for), Dr. Anna G. Biolik (99.61% for), T. Layton Croft (99.42% for), Kenneth W. MacDonald (99.76% for), and Cameron McRae (99.76% for) [2] - The board appointed Peter Akerley as President and CEO, T. Layton Croft as Chairman, Robert Jenkins as CFO, and Suzan Frazer as Corporate Secretary for the upcoming year [3] Group 2: Auditor and Rights Plan - MNP LLP was appointed as the Auditor of the Company until the next annual general meeting, with directors authorized to fix the Auditor's remuneration [4] - Shareholders approved the termination of the Company's shareholder rights plan effective June 26, 2025 [5] Group 3: Share Consolidation - A special resolution for the consolidation of all issued and outstanding common shares on a basis of one post-consolidated share for every six pre-consolidated shares was approved [6] - The board has been authorized to determine the effective date of the consolidation or to decide against proceeding without further shareholder approval [7] - The consolidation is subject to final approval from the Toronto Stock Exchange, with additional details available in the Company's management information circular [8] Group 4: Company Overview - Erdene Resource Development Corp. is focused on bringing the Bayan Khundii Gold Mine into production in late 2025 and is involved in the acquisition, exploration, and development of precious and base metals in Mongolia [9]
Victoria's Secret & Co. Adopts Limited-Duration Shareholder Rights Plan
GlobeNewswire News Room· 2025-05-20 11:30
Core Viewpoint - The Board of Directors of Victoria's Secret & Co. has adopted a limited-duration shareholder rights plan to protect the interests of all shareholders in response to significant stock accumulation by BBRC International Pte Limited [2][3][4] Group 1: Rights Plan Details - The Rights Plan is effective immediately and will expire in one year, specifically on May 18, 2026 [2][8] - Each shareholder will receive one right for each share of common stock as of May 29, 2025, which will initially trade with the common stock [5][8] - The rights become exercisable if any person acquires 15% or more of the outstanding common stock, or 20% for certain passive investors [5][6] Group 2: Rationale for the Rights Plan - The Board adopted the Rights Plan due to the substantial accumulation of shares by BBRC, which began increasing its position to approximately 13% starting in March 2025 [3][6] - The Board expressed concerns about the current market dislocation in the retail sector and its impact on the trading value of the Company's shares, which they believe does not reflect the inherent value of VS&Co [3][4] - The Rights Plan aims to ensure fair treatment of all shareholders in the event of a takeover and to prevent control from being gained without appropriate compensation [4][6] Group 3: Engagement with BBRC - The Company has maintained open dialogue with BBRC and values their investment, indicating a willingness to continue discussions [4] - BBRC has a history of acquiring controlling interests in retail companies and has recently launched a new global lingerie and beauty brand [6][4] Group 4: Company Overview - Victoria's Secret & Co. is a specialty retailer known for its fashion-inspired collections, including lingerie, sleepwear, and beauty products, with a global presence of approximately 1,380 retail stores in nearly 70 countries [9]
Morien Announces Results of Annual and Special Meeting
Globenewswire· 2025-05-15 12:30
Core Points - Morien Resources Corp. announced that shareholders voted in favor of all items at the Annual and Special Meeting of Shareholders held on May 14, 2025 [1] Group 1: Election of Directors - The Board set the number of directors at four, re-electing John Budreski, Dawson Brisco, Mary Ritchie, and Beau White for the upcoming year [2] - The Board confirmed the appointment of executive officers: John Budreski as Executive Chairman, Dawson Brisco as President and CEO, Susanne Willett as CFO, and Suzan Frazer as Corporate Secretary [2] Group 2: Appointment of Auditor - MNP LLP was re-appointed as the Company's auditor until the next annual meeting or until a successor is appointed, with remuneration to be determined by the Board [3] Group 3: Approval of Stock Option Plan - Shareholders re-approved the Company's 10% rolling incentive stock option plan in accordance with TSX Venture Exchange rules [4] Group 4: Continuance of Shareholder Rights Plan - Shareholders approved the reconfirmation and continuance of the Company's shareholder rights plan, originally approved in 2019, which requires affirmation every three years [5] - The Rights Plan aims to provide the Board and shareholders time to consider future takeover bids, ensuring fair treatment for all shareholders [5] Group 5: Company Overview - Morien is a mining development company based in Nova Scotia, established in 2012, focusing on direct prosperity for Nova Scotians [6] - The Company's primary assets include a royalty on coal sales from the Donkin Mine and a royalty on aggregate sales from the Black Point Project [6] - Morien emphasizes shareholder returns over corporate size and has 51,292,000 issued common shares, with a fully diluted position of 53,992,000 [6]
Dundee Precious Metals Announces Voting Results from 2025 Annual and Special Meeting of Shareholders
Globenewswire· 2025-05-07 21:44
Core Points - Dundee Precious Metals Inc. held its Annual and Special Meeting of Shareholders on May 7, 2025, with 132,500,374 common shares voted, representing approximately 77.83% of outstanding shares [1] Group 1: Election of Directors - All director nominees were elected with high support, including Dr. Nicole Adshead-Bell (98.65% in favor), Robert M. Bosshard (98.33% in favor), and David Rae (99.73% in favor) [2] Group 2: Appointment of Auditor - PricewaterhouseCoopers LLP was appointed as the auditor with 91.82% of votes in favor and 8.18% votes withheld [3] Group 3: Approval of Shareholder Rights Plan - The Shareholder Rights Plan was approved with 96.51% of votes in favor and 3.49% against [4] Group 4: Approach to Executive Compensation - The advisory resolution on executive compensation received significant support, with 99.04% of votes in favor [5] Group 5: Company Overview - Dundee Precious Metals Inc. is a Canadian-based international gold mining company with operations in Bulgaria, Serbia, and Ecuador, aiming to become a mid-tier precious metals company focused on sustainable and efficient gold production [6][7]