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May 13, 2014
NEWPORT ANNOUNCES APPROVAL AND ADOPTION OF SHAREHOLDER RIGHTS PLAN
Vancouver, BC, May 13, 2014. Newport Exploration Ltd. (TSXV: NWX) ("Newport" or the "Company") announces the approval and adoption of a Shareholder Rights Plan (the "Rights Plan").
Shareholder Rights Plan
The Rights Plan was not adopted by the Board of Directors in response to, or in anticipation of, any offer or take-over bid and is not intended to prevent a take-over bid.
The plan is effective immediately and will be submitted for shareholder approval at Newport's 2014 annual meeting. A complete copy of the Rights Plan will be filed on SEDAR at www.sedar.com.
The plan encourages fair treatment of shareholders should a takeover bid be made for Newport, and will provide the Company's Board and shareholders more time to consider an unsolicited takeover bid for the Company. The plan is intended to discourage coercive or unfair bids, and gives the Board time to pursue alternatives to maximize shareholders' value, if appropriate, in the event of an unsolicited takeover bid.
To implement the Rights Plan, the Board of Directors authorized the issue of one right to purchase a common share (a "Right") in respect of each common share of the Company outstanding to holders of record. One Right will also be issued in conjunction with each common share of the Company issued while the Rights Plan is in effect. The Rights will be evidenced by certificates for common shares and will not be transferable separately from the common shares.
The Rights Plan encourages a potential acquiror who makes a take-over bid to proceed either by way of a "Permitted Bid" or with the concurrence of the Board. A Permitted Bid is a bid made by way of a take-over bid circular to all holders of the Company's common shares which is open for acceptance for not less than 60 days. If at end of 60 days at least 50% of the outstanding shares, other than those owned by the offeror and certain related parties, have been tendered, the offeror may take up and pay for the shares but must extend the bid for a further 10 days to allow other shareholders to tender. If a take-over bid fails to meet these minimum standards of the Rights Plan and is not waived by the Board of Directors, each Right would, upon exercise, entitle a Rights holder, other than the acquiror and certain related parties of the acquiror, to purchase additional common shares at a significant discount to market, thus exposing the acquiror to a substantial dilution of its holding.
The Rights Plan remains subject to the approval of the TSX Venture Exchange and to the execution of definitive agreements with the Company's transfer agent. The Rights Plan also remains subject to ratification of the shareholders of the Company at the next annual general meeting of the Company. If the Rights Plan is not ratified by the shareholders, the Rights Plan and any Rights will terminate and cease to be effective at that time. If the Rights Plan is ratified, it will continue in effect until the third annual meeting of the shareholders thereafter.
For further information contact:
Barbara Dunfield, Director and Chief Financial Officer
Neither 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.