Tanzanian Royalty Exploration Corporation (“Tanzanian Royalty” or the “Company”) (TSX:TNX)(NYSE Amex:TRX) today announced that its board of directors has approved the adoption of 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 common shares of the Company.
The Company’s board is not aware of any specific take-over bid for Tanzanian Royalty that has been made or is contemplated.
In the event that a take-over bid is made for the Company’s common shares in the future, the Rights Plan is intended to provide the Company’s board with adequate time to assess a take-over bid, to consider alternatives to a take-over bid and to provide Tanzanian Royalty shareholders with time to assess a take-over bid.
Under the Rights Plan, offers that satisfy certain standards designed to protect shareholder interests will be considered to be “Permitted Bids”. Specifically, a Permitted Bid must be made to all Tanzanian Royalty shareholders and must be outstanding for a minimum period of 60 days, among other conditions. If a bid does not qualify as a Permitted Bid, shareholders other than the acquiring person and joint actors will become entitled to exercise the Rights to acquire Tanzanian Royalty common shares at a significant discount to the prevailing market.The Rights Plan is subject to regulatory approval and Tanzanian Royalty intends to put the Rights Plan before the shareholders for ratification. A copy of the Rights Plan will be filed shortly on SEDAR at www.sedar.com and on EDGAR at www.sec.gov, and can also be obtained from the Company upon written request. Respectfully submitted, James E. Sinclair President and Chief Executive Officer For further information, please contact Investor Relations at 1-800-811-3855