BLUE RIVER RESOURCES LTD. ANNOUNCES SHAREHOLDER RIGHTS PLAN
Vancouver, British Columbia, December 2, 2011 – Blue River Resources Ltd. (the "Company" or "Blue River") (TSX VENTURE: BXR) (http://www.blueriv.com) is pleased to announce that the Board of Directors has adopted a Shareholder Rights Plan (the “Rights Plan”) which is designed to encourage the fair treatment of shareholders of the Company (the “Shareholders”) in connection with any take-over offer for the Company. The Rights Plan addresses the Company’s concerns that existing Canadian legislation does not allow sufficient time, if a take-over bid is made, for either the Board of Directors or the Shareholders to properly consider the bid, or for the Board of Directors to seek alternatives to such a bid.
The Rights Plan is effective immediately and will provide the Board of Directors and the Shareholders more time to fully consider any unsolicited take-over bid for the Company. It will also allow more time for the Board of Directors to pursue, if appropriate, other alternatives to maximize Shareholder value. Shareholders will be asked to approve and ratify the Rights Plan at the Annual General Meeting of Shareholders (the “Meeting”) to be held on December 29, 2011 and upon receipt of such confirmation, the Rights Plan will have an initial term which expires at the annual meeting of Shareholders to be held in 2014 unless terminated earlier pursuant to the Rights Plan or extended by resolution of Shareholders at such meeting.
The rights issued under the Rights Plan (the “Rights”) become exercisable only after a person, including any party related to it, acquires or announces its intention to acquire 20% or more of the Company’s outstanding common shares (“Common Shares”) without complying with the “Permitted Bid” provisions of the Rights Plan or without approval of the Board of Directors. Should such an acquisition occur, each Right would, upon exercise, entitle a holder of Rights, other than the acquiring person and related persons, to purchase Common Shares having an aggregate market price on such acquisition date of $200 for $100, effectively allowing such holder of Rights to purchase that number of Common Shares at one-half of the prevailing market price. For example, if at the time of the acquisition, the market price of the Common shares was $25, each Right would entitle the holder of the Right to purchase 8 common shares ($200/$25 a share) for $100.
Under the Rights Plan, a Permitted Bid is a bid made for all of the Common Shares to all Shareholders that is open for a minimum of 60 days. If, at the end of the 60 days, at least 50% of the outstanding Common Shares, other than those owned by the offeror and certain related parties, have been tendered to the bid, the offeror may take up and pay for the Common Shares but must extend the bid for a further 10 days to allow other Shareholders to tender.
The Board of Directors is not aware of any pending or threatened take-over bids for the Company that have been made or are contemplated.
The TSX Venture Exchange has conditionally accepted the Rights Plan. A copy of the Rights Plan may be viewed on the Company’s profile at www.sedar.com. Additional details regarding the Rights Plan will be provided in the Management Information Circular that will be available for viewing on SEDAR, posted on the Company’s website (www.blueriv.com) and mailed to the Shareholders of the Company prior to the Meeting.
As of December 1, 2011, Blue River has 26,372,303 Common Shares outstanding and 2,637,230 options to purchase Common Shares. There are currently no outstanding share purchase warrants.About Blue River Resources Ltd.
Blue River Resources Ltd. is a junior mining company engaged in the acquisition, exploration and development of mineral resource properties. The Company's primary mineral property is the Castle Property located 12 km north of the town of Princeton in southwestern British Columbia and covering 6478 hectares in total.
BLUE RIVER RESOURCES LTD.
President & Chief Executive Officer
Griffin Jones, President
501 - 525 Seymour Street
Vancouver, BC V6B 3H7
Company Phone Number: 604-682-7339
Neither the 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.