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Message: Atac adopts poison pill, grants option to chairman

Atac adopts poison pill, grants option to chairman

posted on Apr 23, 2010 07:16PM

Atac adopts poison pill, grants option to chairman

2010-04-23 16:44 ET- News Release

Mr. Graham Downs reports

ATAC RESOURCES LTD. ANNOUNCES BOARDAPPROVAL OF A SHAREHOLDERRIGHTS PLAN AND GRANTING OF AN INCENTIVE STOCK OPTION

Atac Resources Ltd. has approved the adoption of ashareholder rights plan designed to provide its shareholders with fulland fair value in the event of apossible takeover bid for its common shares. Adoption of thisshareholder rights plan will be submittedfor ratification by shareholders at Atac's annual general meeting to beheld on June 10, 2010, and issubject to regulatory acceptance.

Atac believes that this shareholder rights plan preserves the fairtreatment of shareholders, and isconsistent with Canadian corporate practice and institutional investorguidelines. The objective of theshareholder rights plan is to ensure that, in the event of a bid forcontrol through acquisition of Atac'scommon shares, there are provisions in place to:

  • Provide for the orderly presentation of permitted bids to shareholders;
  • Provide adequate time for competing bids to emerge;
  • Ensure shareholders have an equal opportunity to participate in competing bids;
  • Give shareholders adequate time to properly assess any competing bids;
  • Explore and develop alternatives for maximizing shareholder value.

Under the terms of the shareholder rights plan, Atac will distribute oneright of exercise for everycommon share outstanding as at the time of record. The rights issuedunder the shareholder rights planwill become exercisable when a person, including any related parties,acquires or announces its intentionto acquire 20 per cent or more of Atac's outstanding common shareswithout complying with thepermitted bid provisions or without approval of Atac's board ofdirectors. If that occurs, each rightwould entitle a holder, other than the acquiring person and relatedparties, to purchase common shares ofAtac at a substantial discount to their market value.

A permitted bid must be made through a takeover bid circular prepared incompliance with applicablesecurities laws, remain open for 60 days and satisfy certain otherconditions.

As of the date of this news release, Atac is not aware of any pending orthreatened takeover bid for itscommon shares.

Atac also announces that it has granted an incentive stock option to itschairman, Douglas O. Goss,entitling him to purchase up to 100,000 shares at a price of $1.40 pershare for a period of five years.

We seek Safe Harbor.

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