|By Marketwired .||
|September 26, 2013 11:45 PM EDT||
TORONTO, ONTARIO -- (Marketwired) -- 09/27/13 -- Black Iron Inc. ("Black Iron" or the "Company") (TSX:BKI)(FRANKFURT:BIN) today announced that its Board of Directors has adopted a shareholder rights plan (the "Rights Plan").
The Rights Plan has been adopted to ensure, to the extent possible, that all shareholders of the Company are treated fairly and equally in connection with any take-over bid or other acquisition of control of the Company and that the Company's Board of Directors is provided with adequate time to evaluate such a take-over bid and, if appropriate, seek alternatives to maximize shareholder value.
"The Rights Plan has not been adopted in response to any specific take-over bid or other proposal to acquire control of Black Iron and Black Iron is not aware of any such pending or contemplated proposals," stated Bruce Humphrey, Chairman of Black Iron. "In light of our recent announcement with regards to securing a strong, respected, local development partner, and solidifying infrastructure access for the Project, the Board decided we could no longer ignore the large discrepancy that currently exists between the traded market value for the Company and the Project potential as outlined in our economic studies, including the Bankable Feasibility Study. Today's adoption of the Rights Plan provides shareholders with some added protection from an opportunistic acquirer and ensures that a full value maximization review can be completed before any take-over is completed."
A copy of the Rights Plan agreement will be made available on SEDAR at www.sedar.com.
Shareholders and interested parties wishing to discuss the adoption of the Rights Plan are encouraged to contact either Matt Simpson or Michael McAllister at the numbers outlined at the end of the news release.
Rights Plan Mechanics
At the close of business September 26, 2013, one right will be issued and will automatically attach to each common share of Black Iron (each a "Common Share") outstanding at that time without further action required by shareholders. A right will also attach to each Common Share issued from and after the date hereof.
Subject to the terms of the Rights Plan, and to certain exceptions provided therein, the rights will become exercisable in the event that any person and its related or joint parties, acquires or announces its intention to acquire 20% or more of the Company's outstanding shares without complying with the "Permitted Bid" provisions of the Rights Plan or where the application of the Rights Plan is not waived in accordance with its terms. The "Permitted Bid" provisions prevent the dilutive effects of the Rights Plan from operating if a take-over bid is made to all holders of common shares of the Company (other than the bidder) by way of a take-over bid circular that remains open for acceptance for a minimum of 60 days and that satisfies certain other conditions. If a take-over bid does not comply with the requirements of the Rights Plan or where application of the Rights Plan is not waived in accordance with its terms, the rights holders (other than the acquiring person and its joint actors) will be entitled to purchase additional common shares of the Company at a significant discount to the market price.
The issuance of rights will not change the manner in which shareholders currently trade their Common Shares. The rights trade with, and are represented by, Common Share certificates, including certificates issued prior to (insert date). Until such time as the rights separate from the Common Shares and become exercisable, rights certificates will not be distributed to shareholders.
The Rights Plan is subject to final approval of the Toronto Stock Exchange, and requires confirmation by the Company's shareholders on or before March 26, 2014 being within six months of the Rights Plan's effective date. If the Rights Plan is not confirmed by shareholders, the Rights Plan and all outstanding rights will terminate and be void and of no further force and effect.
About Black Iron
Black Iron is an iron ore exploration and development company, advancing its 100 percent-owned Shymanivske project located in Kryviy Rih, Ukraine. This project contains an NI 43-101 compliant resource, with 645.8 Mt Measured and Indicated mineral resources, consisting of 355.1 Mt Measured mineral resources grading 32.0% Total iron and 19.5% Magnetic iron, and Indicated mineral resources of 290.7 Mt grading 31.1% Total iron and 17.9% Magnetic iron, using a cut-off grade of 10% Magnetic iron. Additionally, the project contains 188.3 Mt of Inferred mineral resources grading 30.1% Total iron and 18.4% Magnetic iron. The project is surrounded by five other operating mines, including ArcelorMittal's iron ore complex. The Company believes that existing infrastructure, including access to power, rail and port facilities, will allow for a quick development timeline to production. Further, the Company holds an exploration permit for the adjacent Zelenivske project, which it intends to further explore to determine its potential. Please visit the Company's website at www.blackiron.com, follow us on Facebook: BlackIronInc or Twitter: @BlackIronBKI or write us at firstname.lastname@example.org for more information.
The technical and scientific contents of this press release have been prepared under the supervision of and have been reviewed and approved by Matt Simpson, P.Eng, President and CEO of Black Iron Inc., who is a Qualified Person as defined by NI 43-101. For further information, please see the technical report of the Company, which is available on SEDAR at www.sedar.com.
This press release contains forward-looking information. Forward-looking information is based on what management believes to be reasonable assumptions, opinions and estimates of the date such statements are made based on information available to them at that time, including those factors discussed in the section entitled "Risk Factors" in the Company's annual information form for the year ended December 31, 2011 (and dated March 26, 2012) or as may be identified in the Company's public disclosure from time to time, as filed under the Company's profile on SEDAR at www.sedar.com. Forward-looking information may include, but is not limited to, statements with respect to the execution of a commercial agreement on terms acceptable to the Company, the effect of this PIA of the Company and its project, the future financial or operating performance of the Company, its subsidiaries and its projects, the development of and the anticipated timing with respect to the Shymanivske project, the ability to obtain financing; and the impact of concerns relating to permitting, regulation, governmental and local community relations. Generally, forward looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved".. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic, competitive, geopolitical and social uncertainties; the actual results of current exploration activities; other risks of the mining industry and the risks described in the annual information form of the Company. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.