Hawthorne Gold Corp.
TSX VENTURE : HGC
PINK SHEETS : HWTHF

Hawthorne Gold Corp.

April 29, 2009 16:02 ET

Hawthorne Adopts Shareholder Rights Plan

VANCOUVER, BRITISH COLUMBIA--(Marketwire - April 29, 2009) - Hawthorne Gold Corp. ("Hawthorne" or the "Company") (TSX VENTURE:HGC)(PINK SHEETS:HWTHF) announces that its Board of Directors has approved the adoption of a Shareholder Rights Plan Agreement (the "Rights Plan"). The Rights Plan is being adopted to ensure the fair treatment of all Hawthorne shareholders in the event of any unsolicited take-over bid for the outstanding common shares of Hawthorne. The Rights Plan will provide shareholders with adequate time to properly evaluate and assess a take-over bid and ensure a proposed transaction is in the best interest of all shareholders. The Rights Plan also provides the Board of Directors with additional time to consider any take-over bid and, if applicable, to pursue alternatives in order to protect, preserve and maximize shareholder value. In addition, it would allow time for competing bids to emerge.

The Rights Plan is not designed to prevent take-over bids that treat Hawthorne shareholders fairly. The rights issued under the Rights Plan become exercisable only when a person, together with any party related to it or acting jointly with it, acquires or commences a take-over bid to acquire 20% or more of Hawthorne's outstanding common shares other than by way of a "Permitted Bid" under the Rights Plan, or without the approval of the Board of Directors.

Any bid that meets certain criteria intended to protect the interests of all shareholders are deemed to be "Permitted Bids". A Permitted Bid must be made by way of a take-over bid circular must be made to all shareholders and, in addition to certain other conditions, must remain open for 60 days. In the event a take-over bid does not meet the Permitted Bid requirements of the Rights Plan, the rights issued under the plan will entitle shareholders (other than any shareholder or shareholders involved in the take-over bid) to purchase additional common shares of Hawthorne at a significant discount to the market price of the common shares at that time.

The Company is not aware of any pending or threatened take-over bid or proposal to acquire control of the Company. The Rights Plan is similar to those adopted by other Canadian listed companies and is consistent with Canadian corporate practices.

The Rights Plan, which is effective immediately, will be presented for ratification by the Company's shareholders at its Annual and Special General Meeting to be held on May 28, 2009. If ratified by shareholders, the Rights Plan will terminate on the third anniversary of the 2009 annual meeting of shareholders.

The full text of the Rights Plan is available in the Company's profile on www.sedar.com and can also be obtained on Hawthorne's website: www.hawthornegold.com.

About Hawthorne Gold Corp.

Hawthorne Gold Corp. is a Canadian-based gold exploration and development company with key properties in British Columbia, Canada. Hawthorne is led by well-respected mining leaders Richard Barclay and Michael Beley. Hawthorne's goal is to become a junior gold producer by working towards production at Table Mountain in the latter part of 2009 and to continue resource development at the nearby Taurus deposit, as well as the Frasergold deposit in the south central British Columbia Cariboo region.

ON BEHALF OF HAWTHORNE GOLD CORP.

Richard J. Barclay

President & CEO

Certain information regarding the Company including management's assessment of future plans and operations, may constitute forward-looking statements under applicable securities laws and necessarily involve risks associated with mining exploration and development, volatility of prices, currency fluctuations, imprecision of resource estimates, environmental and permitting risks, access to labour and services, competition from other companies and ability to access sufficient capital. As a consequence, actual results may differ materially from those anticipated in the forward-looking statements.

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 of accuracy of this release.

Contact Information

  • Hawthorne Gold Corp.
    Todd Hanas
    Toll Free: 1-866-869-8072 or (604) 629-1505 or
    Toll Free: 1-888-629-1505
    Website: www.hawthornegold.com