September 21st, 2017, VANCOUVER, B.C. – Berkwood Resources Ltd. (TSX-V: BKR) (USA: CZSVF) (FSE: BK2 WKN: A110N3) (“Berkwood” or the “Company”) is pleased to announce that its Board of Directors (the “Board”) has adopted a shareholder rights plan (the “Plan”). The Plan is designed to promote equitable treatment of our shareholders in any public offer aimed at the purchase of the Company.
Tom Yingling, President and CEO states, “Berkwood Resources is well positioned in the high tech mineral Industry as not only has it intersected Graphite in all of the ten holes drilled to date on its Lac Gueret property beside Mason Graphite’s deposit, but the Company is also well positioned with its Cobalt and Lithium projects as well. The success in the early stages of the Lac Gueret drill program confirms that the geophysics are confirming the presence of a large Graphite body. Drilling is planned to continue soon to delineate the Graphite body. Management has decided to proceed with the shareholder rights plan in order to ensure that the shareholders of Berkwood would get the most valuable takeover amount should an offer be presented.“
The Shareholder Rights Plan will be similar to plans adopted by other Canadian mineral exploration & mining companies and ratified by their shareholders. The Plan has been designed to encourage fair and equal treatment of shareholders in connection with any takeover bid for Berkwood’s outstanding securities, and will provide the Board of Directors adequate time to consider and evaluate any unsolicited bid for the common shares of the Company (the “Common Shares”); adequate time to identify, develop and negotiate value-enhancing alternatives, if considered appropriate, to any such unsolicited bid; the Company’s shareholders are treated fairly in connection with any take-over bid made for the Common Shares; and the Board can take steps to enhance shareholder value if an unsolicited bid is received. Berkwood is not adopting the Plan in response to any specific proposal to acquire control of its outstanding securities.
The Shareholder Rights Plan is intended to encourage any bid to satisfy certain minimum standards designed to promote fairness. If a bid fails to meet these minimum standards, the rights issued under the plan will entitle shareholders, other than any shareholder or shareholders involved in the bid, to purchase additional Common Shares at a substantial discount to the market price.
The Plan is subject to the approval of the TSX Venture Exchange. While the Shareholder Rights Plan comes into effect immediately, it is subject to a shareholder ratification within six months of its adoption. The Shareholder Rights Plan will be presented for ratification by the shareholders at the Company’s annual general and special meeting which will be scheduled and announced shortly.
If ratified, the Plan will have an initial term which will expire at Berkwood’s annual general meeting of shareholders to be held in 2021, the Plan may also be reconfirmed and extended at that annual general meeting and at every third annual general meeting thereafter. If ratified as disclosed above, a copy of the new rights plan will be available for viewing on SEDAR at http://www.sedar.com and may also be obtained from Berkwood subsequent to the extraordinary general meeting of shareholders.
Please visit www. Berkwoodresources.com to view pictures and videos of our current drill program.
On Behalf of the Board of Directors,
President, CEO & Director
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Disclaimer for Forward-Looking Information:
Certain statements in this release are forward-looking statements, which reflect the expectations of management. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. These forward-looking statements reflect management’s current views and are based on certain expectations, estimates and assumptions, which may prove to be incorrect.