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Toronto, Ontario--(Newsfile Corp. - November 1, 2024) - Pasofino Gold Limited (TSXV: VEIN) (OTCQB: EFRGF) (FSE: N07A) ("Pasofino" or the "Company") is pleased to announce that it has adopted a shareholder rights plan (the "Rights Plan") effective as of November 1, 2024 (the "Effective Date").
The Rights Plan has been adopted with a view to preserve the integrity of our previously announced strategic alternatives review process and to ensure, to the extent possible, that all shareholders of the Company are treated fairly in connection with any takeover bid for the Company.
Pursuant to the Rights Plan, one right (the "Right") attaches to each issued and outstanding common share of Pasofino. Subject to the terms of the Rights Plan, the Rights become exercisable in the event that any person, (together with any affiliates, associates and persons acting in concert, as applicable (the "Related Parties") becomes a beneficial holder of 20% or more of Pasofino's outstanding common shares without complying with the "Permitted Bid" provisions pursuant to the Rights Plan. In such circumstances holders of the Rights (other than the acquiring person and its Related Parties) will be permitted to exercise their Rights and purchase additional common shares of the Company at a substantial discount to the then market price of the Company's shares. The Rights Plan does not prohibit interested parties from proceeding with an unsolicited take-over bid in accordance with applicable Canadian securities laws.
While the Rights Plan is effective immediately, it is subject to (i) execution by Computershare Investor Services Inc. the proposed rights agent and (ii) ratification by the Company's shareholders within six months of its adoption. A summary of the principal terms of the Rights Plan will be included in the management information circular for the meeting to be held within 6 months to ratify the Rights Plan which will be sent to all Pasofino shareholders as of the applicable record date for such meeting and a complete copy of the Rights Plan will be available under the Company's profile on SEDAR+ at www.sedarplus.com. If the Rights Plan is not approved by the shareholders within six months of the Effective Date it, together with the outstanding Rights, will terminate and cease to be effective.
ABOUT PASOFINO GOLD LTD.
Pasofino Gold Limited is a Canadian-based mineral exploration company listed on the TSXV (VEIN).
Pasofino, through its wholly-owned subsidiary, owns 100% of the Dugbe Gold Project (prior to the issuance of the Government of Liberia's 10% carried interest).