SOURCE: Gold Canyon Resources Inc.

March 15, 2006 18:01 ET

Gold Canyon Adopts Shareholders Rights Plan

VANCOUVER, BC -- (MARKET WIRE) -- March 15, 2006 --Gold Canyon Resources Inc. (TSX-V: GCU) ("Gold Canyon" or "the Company"). Effective today, Gold Canyon's Board of Directors have adopted a shareholder rights plan (the "Plan"). The Rights Plan will be presented for ratification by the Company's shareholders at the Annual General & Special Meeting to be held on April 27, 2006.

Under the Rights Plan, Gold Canyon has issued one right for no consideration in respect of each outstanding common share of the Company to all holders of record on March 15, 2006. All common shares issued by Gold Canyon during the term of the Rights Plan will have one right represented by the certificates representing the common shares of the Company. The term of the Rights Plan is ten years, subject to reconfirmation at the 2009 and 2012 annual meetings following the adoption of the Rights Plan.

The Rights Plan is intended to provide the Board of Directors with adequate time to consider value-enhancing alternatives to a take-over bid and allow competing bids to emerge, and to provide the shareholders of Gold Canyon adequate time to properly assess a take-over bid without undue pressure. The Rights Plan is also intended to ensure that Gold Canyon's shareholders are provided equal treatment under a take-over bid. Gold Canyon's management and directors are not currently aware of any pending or threatened take-over bid for the Company.

The Rights issued under the Rights Plan become exercisable only if a person acquires 20% or more of the common shares of the Company without complying with the "permitted bid" provisions in the Rights Plan or without the approval of the Board of Directors of Gold Canyon. Should such an acquisition occur, rights holders (other than the acquiring person or related persons) can purchase common shares of the Company at half the prevailing market price (as defined in the Rights Plan) at the time the Rights become exercisable. Each Right, upon exercise, would permit the purchase of shares of the Company at a substantial discount to the market price. "Permitted bids" under the Rights Plan must be made to all shareholders for all shares of Gold Canyon, and must be open for acceptance for a minimum of 60 days. If at least 50% of the outstanding shares have been tendered and not withdrawn after 60 days, the bidder may take up the shares, but must make a public announcement of that take-up and extend the bid for a further 10 days to allow other shareholders to tender to the bid.

The Rights Plan is subject to acceptance by the TSX Venture Exchange and to ratification by Gold Canyon's shareholders.

Gold Canyon is engaged in the acquisition and exploration of mineral and precious metals properties and currently owns the Springpole Gold Project, the Favourable Lake Poly-metallic Project, both in the Red Lake Mining District of Ontario, Canada and the Cordero Gallium Project in Humboldt County, Nevada, U.S.A. Additional information can be found on the Company's website: http://www.goldcanyon.ca.

Robert Carrington,
Chief Executive Officer & Director
THE TSX VENTURE EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

Contact Information

  • For further information, please contact:
    Elaine Einarson
    Investor Relations
    Tel: (604) 682-3234
    Fax: (604) 682-0537
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