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San Gold Corporation - one of Canada's most exciting new exploration companies and gold producers.
Message: Rights Plan Page 19 and 20
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Recommendation of the Board
The Board has determined that it continues to be in the best interests of the Company and the holders of its Common Shares that the Company have a shareholder rights plan, in the form of the Rights Plan.
Accordingly, the Board unanimously recommends that the Shareholders vote in favour of the approval of the Rights Plan.
The Company has been advised that the Directors and executive officers of the Company intend to vote all Common Shares held by them in favour of the confirmation and approval of the Rights Plan.
Vote Required
Shareholder approval of the Rights Plan is required by stock exchange rules. Under the terms of the Rights Plan, the foregoing resolution must be approved by an Ordinary Resolution of the Independent Shareholders (generally, all Shareholders other than a person who beneficially owns, or who is deemed to beneficially own, more than 20% of the issued and outstanding Common Shares, or an offeror or Acquiring Person, their Associates and Affiliates, and Persons acting jointly or in concert with the offeror or Acquiring Person) at the Meeting.
If the above resolution approving the Rights Plan is passed at the Meeting, then the Company and CIBC - 18 -
Mellon Trust Company will execute the Rights Plan Agreement effective as of the date the resolution is passed.
If the resolution is not passed at the Meeting, the Rights Plan will not come into effect and the Existing Plan will terminate and be of no further force and effect and the Company will no longer have any form of shareholder rights plan.
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