|February 06, 2012|
Geologix Adopts Shareholder Rights Plan
Vancouver, BC - February 6, 2012 - Geologix Explorations Inc. (TSX: GIX) ("Geologix" or the "Company") announces that the Board of Directors has adopted a shareholder rights plan (the "Rights Plan"). The Rights Plan, which took effect February 6, 2012, has been adopted in order to ensure the fair treatment of all Geologix shareholders in connection with any take-over bid for the outstanding shares of the Company. The Rights Plan will provide shareholders with adequate time to properly evaluate and assess a take-over bid or corporate transaction if, as and when such circumstances arise without facing undue pressure or coercions. The Rights Plan also provides the Board with additional time to consider any take-over bid and, if applicable, to explore alternative transactions in order to maximize shareholder value.
The Rights Plan is not being adopted in response to any proposal to acquire control of Geologix and the Company is not aware of any transactions by any party that would trigger the provisions of the Rights Plan at this time.
Under the Rights Plan, the Company has issued one right (a "Right") for no consideration in respect of each outstanding common share of the Corporation to all holders of record at the close of business on February 6, 2012 and will issue one Right in respect of all common shares issued by Geologix during the term of the Rights Plan. The Rights will initially be represented by the certificates representing the common shares of the Corporation.
The Rights Plan is similar to the type of rights plans adopted by other Canadian corporations. Subject to the terms of the Rights Plan and to certain exceptions provided therein, the Rights will become exercisable in the event any person, together with joint actors, acquires or announces its intention to acquire 20% or more of Geologix's outstanding shares without complying with the "Permitted Bid" provisions of the Rights Plan or where the application of the Rights Plan is waived in accordance with its terms. If a take-over is completed without complying with the requirements of the Rights Plan or where the application of the Rights Plan is not waived in accordance with its terms, then Rights holders (other than the acquiring person and its joint actors) will be entitled to purchase additional common shares of the Company at one-half the prevailing market price at that time.
The Rights Plan is not intended to prevent take-over bids. Under the Rights Plan, a bid that, among other things, is made to all shareholders on identical terms and conditions and that is open for at least 60 days may constitute a "Permitted Bid".
The Rights Plan is subject to acceptance by the Toronto Stock Exchange and the shareholders of the Company. Geologix expects to seek such shareholder approval at its upcoming annual general meeting in 2012. If ratified by the shareholders, the Rights Plan will have a term of three years. If the Rights Plan is not approved by shareholders it will expire within six months. Computershare Investor Services Inc. will act as rights agent.
A copy of the Rights Plan will be available on SEDAR.
Geologix Explorations Inc. is a mineral exploration company focused on acquiring, exploring and developing mineral resource opportunities with the potential to host world class mineral deposits. The Company's primary focus is the Tepal Gold-Copper Porphyry Project in Michoacán State, Mexico, where the Company has completed a Preliminary Economic Assessment study ("PEA") of the existing resource and is continuing to aggressively explore for additional gold and copper mineralization in an effort to expand the size of the resource and scale of the possible future mining operation.
President & CEO
VP Corporate Communications
Toll Free: 1.888.694.1742
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