Luiri Gold Limited
TSX VENTURE : LGL
ASX : LGM

Luiri Gold Limited

December 20, 2010 07:41 ET

Luiri Gold-Implementation of Shareholders Rights Plan

TORONTO, CANADA--(Marketwire - Dec. 20, 2010) - Luiri Gold Limited (TSX VENTURE:LGL)(ASX:LGM) ("Luiri" or the "Company") The Company announces that its Board of Directors has approved and adopted a Shareholders Rights Plan (the "Plan"). The Plan entitles shareholders to severable rights to purchase additional shares of the Company upon the occurrence of a take-over bid (i.e. an offer to purchase 20% or more of the issued shares, when aggregated with the offeror's shareholdings), which fails to meet certain conditions. Bids which meet these conditions ("Permitted Bids") do not trigger the rights to purchase additional shares. Permitted Bids are offers which meet all of the following conditions:

  1. The offer is made to all shareholders to acquire a minimum of 66 2/3% of the issued shares of the Company and includes shares issuable upon exercise of share purchase warrants, stock options and other convertible securities;

  2. The offer must contain an irrevocable and unqualified provision that no shares will be taken up or paid for prior to the close of business on a date less than 60 days following the date of the Bid, and only if at such date more than 50% of the shares held by independent shareholders have been deposited or tendered and not withdrawn;

  3. The offer must contain an irrevocable and unqualified provision that any shares deposited may be withdrawn at any time until being taken up and paid for; and

  4. The offer must contain an irrevocable and unqualified provision that if the deposit conditions set out in item 2 above are met, then the offeror will make a public announcement of that fact, and the bid will remain open for deposits or tenders of additional shares for not less than 10 business days from the date of the public announcement.

The Plan is designed to ensure that all shareholders are treated fairly and equitably in the event of a take-over bid.

The Plan is subject to the acceptance and requirements of regulatory authorities (including the Australian Securities Exchange), as applicable, compliance with markets' trading and operating rules, the acceptance of the rights agent (it is proposed that Computershare Trust Company of Canada will act as rights agent and administer the Plan) and ratification by the shareholders of the Company.

For further information contact:

Michael Sperinck, the President of Luiri Gold at +61 401 694 322 should they have any queries in relation to the Rights Plan.

ON BEHALF OF THE BOARD OF DIRECTORS OF LUIRI GOLD LIMITED

Michael Sperinck, President, Managing Director and CEO

This press release contains forward-looking information which involves risks and uncertainties. Forward looking information represents management's current views and these may change significantly as new information comes to hand.

NEITHER THE TSX VENTURE EXCHANGE NOR THE ASX HAS REVIEWED THIS RELEASE AND NEITHER ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Contact Information

  • Luiri Gold Limited
    Michael Sperinck
    President
    +61 401 694 322
    or
    For Luiri Gold's North American Investor Relations,
    please contact Daniel Boase at First Canadian Capital Corp.
    +1 416 742 5600 or Toll Free: 1 866 580 8891
    request@firstcanadiancapital.com
    www.luirigold.com