Morien Announces Adoption of Shareholder Rights Plan
February 5, 2019 – Halifax, Nova Scotia – Morien Resources Corp. (“Morien” or the “Company”) (TSX-V:MOX), announced today that its Board of Directors (the “Board”) has adopted a shareholder rights plan (the “Rights Plan”). The Rights Plan has been accepted for filing by the TSX Venture Exchange (“TSX-V”), subject to certain conditions, including ratification by Morien’s shareholders at its next annual general meeting of shareholders (the “AGM”), anticipated to be held on May 22, 2019.
The purpose of the Rights Plan is to provide the Board with additional time, in the event of an unsolicited takeover bid, to develop and propose alternatives to the bid and negotiate with the bidder, as well as to ensure equal treatment of shareholders in the context of an acquisition of control, and lessen the pressure on shareholders to tender to a bid. The Rights Plan is not intended to prevent take-over bids that treat shareholders fairly. Additionally, the Rights Plan has not been adopted in response to, or in anticipation of, any known or anticipated take-over bid or proposal to acquire control of the Company. Subject to shareholder approval at the 2019 AGM, the Rights Plan will be in effect until the Company’s 2022 annual meeting of the shareholders.
A summary of the principal terms and conditions of the Rights Plan will be set out in the Company’s Circular to be mailed to shareholders prior to the AGM. A copy of the complete Rights Plan will be filed on SEDAR.
Morien is a Canada based, dividend paying, mining development company that holds royalty interests in two, long life, world class, tidewater accessed projects. The Donkin Coal Mine commenced production in 2017 and the Black Point Aggregate Project was permitted in 2016 and is progressing toward a development decision. Morien’s management team exercises ruthless discipline in managing both the assets and liabilities of the Company. The Company’s management and its Board consider shareholder returns to be paramount over corporate size, number or scale of assets and industry recognition. Morien has 52,921,114 issued and outstanding common shares and a fully diluted position of 57,313,614. Further information is available at www.MorienRes.com.
Some of the statements in this news release may constitute “forward-looking information” as defined under applicable securities laws. These statements reflect Morien’s current expectations of future revenues and business prospects and opportunities and are based on information currently available to Morien. Morien cautions that actual performance will be affected by a number of factors, many of which are beyond its control, and that future events and results may vary substantially from what Morien currently foresees. Factors that could cause actual results to differ materially from those in forward-looking statements include risks and uncertainties described in Morien’s annual information form filed with the Canadian Securities regulators on SEDAR (www.sedar.com) on April 26, 2016. Morien cautions that its royalty revenue will be based on production by third party property owners and operators who will be responsible for determining the manner and timing for the properties forming part of Morien’s royalty portfolio. These third party owners and operators are also subject to risk factors that could cause actual results to differ materially from those predicted herein including: volatility in financial markets or general economic conditions; capital requirements and the need for additional financing; fluctuations in the rates of exchange for the currencies of Canada and the United States; prices for commodities including gold, coal and aggregate; unanticipated changes in production, mineral reserves and mineral resources, metallurgical recoveries and/or exploration results; changes in regulations and unpredictable political or economic developments; loss of key personnel; labour disputes; and ineffective title to mineral claims or property. There are other business risks and hazards associated with mineral exploration, development and mining. Although Morien believes that the forward-looking information contained herein is based on reasonable assumptions, readers cannot be assured that actual results will be consistent with such statements. Morien expressly disclaims any intention or obligation to update or revise any forward-looking information in this news release, whether as a result of new information, events or otherwise, except in accordance with applicable securities laws. All dollar values discussed herein are in Canadian dollars. Any financial outlook or future-oriented financial information in this news release, as defined by applicable securities laws, has been approved by management of Morien as of the date of this news release. Such financial outlook or future-oriented financial information is provided for the purpose of providing information about management’s current expectations and plans relating to the future. Readers are cautioned that such outlook or information should not be used for purposes other than for which it is disclosed in this news release.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For more information, please contact:
Dawson Brisco, President & CEO
Office: (902) 423-6419
Mobile: (902) 403-3149
John P.A. Budreski, Executive Chairman
Phone: (416) 930-0914