| ||July 15, 2011|
Northair Board of Directors Approves Adoption of Shareholder Rights Plan
| ||International Northair Mines Ltd. (TSXV: INM) (the "Company" or "Northair") announces that its board of directors has approved the adoption of a Shareholder Rights Plan (the "Rights Plan"). Shareholder approval of the Rights Plan will be sought at the Company's upcoming annual general meeting of shareholders which will be held on August 16, 2011. If the Rights Plan is ratified by the shareholders, the Rights Plan will have an initial term which expires at the annual general meeting of shareholders of the Company to be held in 2014, unless terminated earlier. The Rights Plan may be extended beyond 2014 by resolution of shareholders at such meeting.|
The Rights Plan is subject to the approval of the TSX Venture Exchange.
The Rights Plan has been implemented by way of a rights plan agreement (the "Rights Plan Agreement") between the Company and Computershare Investor Services Inc., as rights agent, which has been designed to protect shareholders from unfair, abusive or coercive take-over strategies including the acquisition of control of the Company by a bidder in a transaction or series of transactions that may not treat all shareholders fairly or afford all shareholders an equal opportunity to share in the premium paid upon an acquisition of control. The board of directors of the Company (the "Board") considers that the adoption of the Rights Plan is desirable and in the interests of all of the Company's shareholders. The Rights Plan Agreement was adopted to provide the Board with sufficient time, in the event of a public take-over bid or tender offer for the common shares of the Company, to pursue alternatives which could enhance shareholder value. These alternatives could involve the review of other take-over bids or offers from other interested parties, to provide shareholders desiring to sell the Company's common shares with the best opportunity to realize the maximum sale price for their common shares. In addition, with sufficient time, the Board would be able to explore and, if feasible, advance alternatives to maximize share value through possible corporate reorganizations or restructuring. The directors need time in order to have any real ability to consider these alternatives.
Effective as of July 15, 2011, rights (the "Rights") will be issued and attached to all of the Company's outstanding common shares. A separate rights certificate will not be issued until such time as the Rights become exercisable (which is referred to as the "separation time"). The Rights will become exercisable only if a person, together with its affiliates, associates and joint actors, acquires or announces its intention to acquire beneficial ownership of the Company's common shares which when aggregated with its current holdings total 20% or more of the outstanding common shares of the Company (determined in the manner set out in the Rights Plan). The Rights will permit the holder to purchase common shares of the Company at a 50% discount to their market price (as defined in the Rights Plan Agreement).
The Rights will not, however, be triggered by a "Permitted Bid" which is defined as a bid which is outstanding for a minimum of 60 days, is made to all of the shareholders of the Company for all of their common shares and, subject to other specified conditions, is accepted by a majority of independent shareholders (as detailed in the Rights Plan).
The Company has no knowledge of any pending or threatened takeover bids for the Company, and has no reason to believe that any takeover offer for the Company's shares is imminent.
Additional details regarding the Rights Plan will be provided in the Information Circular that will be available for viewing on SEDAR and mailed to the shareholders of the Company prior to the Company's upcoming annual general meeting of shareholders.
This news release does not constitute an offer to sell or solicitation of an offer to sell any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About International Northair Mines Ltd.
Northair is a mineral exploration company engaged in the acquisition and development of gold and silver properties in Mexico. The Company has successfully staked and acquired a number of early stage gold and silver projects that offer opportunities for significant discoveries. Northair is currently conducting an aggressive core drill program at its La Cigarra silver project in the state of Chihuahua and plans an exploration program along with its joint venture partner this fall at its Sierra Rosario silver/gold project in Sinaloa.
ON BEHALF OF THE BOARD,
INTERNATIONAL NORTHAIR MINES LTD.
"Fred G. Hewett"
Fred G. Hewett, P.Eng.
President & CEO
For further information please contact Fred Hewett, President or Chris Curran, Investor Relations
at 604-687-7545 or 1-888-338-2200
Website: www.northair.com/international/ Email: [email protected] ___________________________________________________________________________
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 news release.
This news release may contain forward looking statements which are not historical facts, such as ore reserve estimates, anticipated production or results, sales, revenues, costs, or discussions of goals and exploration results, and involves a number of risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, but are not limited to, metal price volatility, volatility of metals production, project development, ore reserve estimates, future anticipated reserves and cost engineering estimate risks, geological factors and exploration results. See Northair's filings for a more detailed discussion of factors that may impact expected results.
This news release does not constitute an offer to sell or solicitation of an offer to sell any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
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