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April 19, 2013 /PRNewswire/ -
Augusta Resource Corporation (TSX: AZC) (NYSE MKT: AZC) ("Augusta" or "the Company") announced today that its board of Directors (the "Board") has adopted a shareholder rights plan (the "Rights Plan") and an advance notice policy.
The Rights Plan is intended to ensure, to the extent possible, that all holders of common shares of the Company and the Board have adequate time to consider and evaluate any unsolicited take-over bid for the common shares of the Company, provide the Board with adequate time to identify, solicit, develop and negotiate value-enhancing alternatives, as considered appropriate, to any unsolicited take-over bid and encourage the fair treatment of the Company's shareholders in connection with any unsolicited take-over bid.
The Rights Plan became effective at
8:00 a.m. (
Toronto time) today (the "Effective Time"), and one right will be issued in respect of each common share of the Company outstanding at
5:00 p.m. (
Vancouver time) on
April 30, 2013 and each common share issued thereafter. The rights will become exercisable if at any time following the Effective Time a person, together with its affiliates, associates and joint actors, acquires or announces an intention to acquire beneficial ownership of common shares which, when aggregated with its holdings, total 15% or more of the outstanding common shares of the Company (determined in the manner set out in the Rights Plan). Following the acquisition of 15% or more of the outstanding common shares, each right held by a person other than the acquiring person and its affiliates, associates and joint actors would, upon exercise, entitle the holder to purchase common shares at a substantial discount to the market price of the common shares at that time.
The Board has the discretion to defer the time at which the rights become exercisable and to waive the application of the Rights Plan.