LAKEWOOD, Colo.--(BUSINESS WIRE)--General Moly (NYSE Amex:GMO)(TSX:GMO) announced that its Board of
Directors has adopted a stockholder rights plan that is designed to
strengthen the ability of the Board to protect General Moly
stockholders. The plan was not adopted in response to any unsolicited
offer or takeover attempt.
Bruce D. Hansen said, "In conjunction with the Hanlong investment and
partnership, also announced today, this plan is designed to enhance the
Board's ability to protect stockholders against unsolicited attempts to
acquire control of the Company that do not offer an adequate price to
all stockholders or are otherwise not in the best interests of the
Company and its stockholders. The plan encourages potential buyers to
negotiate directly with the Board and is intended to provide the Board
with sufficient time to consider any and all alternatives to such an
action. This plan will also only be in place through the completion of
the Hanlong sourced debt financing or the end of 2011, whichever occurs
first."
Under the Plan, each common stockholder of the Company at the close of
business on March 15, 2010 will receive a dividend of one right for each
share of the Company’s common stock held of record on that date. Each
right will entitle the holder to purchase from the Company, in certain
circumstances described below, one one-thousandth of a share of
newly-created Series A junior participating preferred stock of the
Company for an initial purchase price of $15.00 per share. The rights
distribution will not be taxable to stockholders and the distribution of
rights under the Plan are not expected to interfere with the Company’s
business plans or be dilutive to or affect the Company’s reported per
share results.
Initially the rights will be represented by the Company’s common stock
certificates and will not be exercisable. The rights will generally
become exercisable ten business days after any person has become the
beneficial owner of 20% or more of the Company’s common stock or has
commenced a tender or exchange offer which, if consummated, would result
in any person becoming the beneficial owner of 20% or more of the common
stock of the Company. Purchases by Hanlong or its affiliates pursuant to
the terms of the Securities Purchase Agreement between Hanlong and the
Company will not cause the rights to become exercisable.
Subject to certain exceptions, if any person becomes the beneficial
owner of 20% or more of the Company’s common stock, each right will
entitle the holder, other than the acquiring person, to purchase Company
common stock or common stock of the acquiring person having a value of
twice the exercise price. In addition, if there is a business
combination between the Company and the acquiring person, or in certain
other circumstances, each right that is not previously exercised will
entitle the holder (other than the acquiring person) to purchase shares
of common stock (or an equivalent equity interest) of the acquiring
person at one-half of the market price of those shares.
The Company may redeem the rights at a price of $0.001 per right at any
time prior to the date on which any person has become the beneficial
owner of 20% or more of the common stock of the Company. The rights will
expire on December 31, 2011, unless earlier terminated with the closing
of the purchase of the second tranche of Hanlong's equity investment in
the Company, or extended, exchanged or redeemed by the Company.
The Company will file with the Securities and Exchange Commission a
Current Report on Form 8-K describing the stockholder rights plan. The
Form 8-K will include a copy of the Rights Agreement governing the Plan
as an exhibit.
General Moly is a U.S.-based molybdenum mineral development, exploration
and mining company listed on the NYSE Amex (formerly the American Stock
Exchange) and the Toronto Stock Exchange under the symbol GMO. Our
primary asset, our interest in the Mt. Hope project located in central
Nevada, is considered one of the world's largest and highest grade
molybdenum deposits. Combined with our second molybdenum property, the
Liberty project that is also located in central Nevada, our goal is to
become the largest primary molybdenum producer by the middle of the next
decade. For more information on the Company, please visit our website at http://www.generalmoly.com.
Forward-Looking Statements
Statements herein that are not historical facts are “forward-looking
statements” within the meaning of Section 27A of the Securities Act, as
amended and Section 21E of the Securities Exchange Act of 1934, as
amended and are intended to be covered by the safe harbor created by
such sections. Such forward-looking statements involve a number of risks
and uncertainties that could cause actual results to differ materially
from those projected, anticipated, expected, or implied by the Company.
These risks and uncertainties include, but are not limited to, metals
price and production volatility, global economic conditions, currency
fluctuations, increased production costs and variances in ore grade or
recovery rates from those assumed in mining plans, exploration risks and
results, political, operational and project development risks, including
the Company’s ability to obtain required permits to commence production
and its ability to raise required financing, adverse governmental
regulation and judicial outcomes. For a detailed discussion of risks and
other factors that may impact these forward looking statements, please
refer to the Risk Factors and other discussion contained in the
Company’s quarterly and annual periodic reports on Forms 10-Q and 10-K,
on file with the SEC. The Company undertakes no obligation to update
forward-looking statements.