VMS Ventures Inc.
TSX VENTURE : VMS

VMS Ventures Inc.

November 24, 2014 15:37 ET

VMS Announces Approval and Adoption of Shareholder Rights Plan

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Nov. 24, 2014) - VMS Ventures Inc. (TSX VENTURE:VMS) ("VMS" or the "Company") announces the approval and adoption of a Shareholder Rights Plan (the "Rights Plan") which is intended to supercede and replace that plan approved at the Company's 2012 AGM.

Shareholder Rights Plan

The Rights Plan was not adopted by the Board of Directors in response to any offer or take-over bid and is not intended to prevent a take-over bid.

The fundamental objectives of the Rights Plan are to provide adequate time for the Board of Directors and shareholders to assess an unsolicited take-over bid for the Company, to provide the Board of Directors with sufficient time to explore and develop alternatives for maximizing shareholder value if a take-over bid is made, and to provide shareholders with an equal opportunity to participate in a take-over bid.

To implement the Rights Plan, the Board of Directors authorized the issue of one right to purchase a common share (a "Right") in respect of each common share of the Company outstanding to holders of record. One Right will also be issued in conjunction with each common share of the Company issued while the Rights Plan is in effect. The Rights will be evidenced by certificates for common shares and will not be transferable separately from the common shares.

The Rights Plan encourages a potential acquiror who makes a take-over bid to proceed either by way of a "Permitted Bid" or with the concurrence of the Board. A Permitted Bid is a bid made by way of a take-over bid circular to all holders of the Company's common shares which is open for acceptance for not less than 60 days. If at end of 60 days at least 50% of the outstanding shares, other than those owned by the offeror and certain related parties, have been tendered, the offeror may take up and pay for the shares but must extend the bid for a further 10 days to allow other shareholders to tender. If a take-over bid fails to meet these minimum standards of the Rights Plan and is not waived by the Board of Directors, each Right would, upon exercise, entitle a Rights holder, other than the acquiror and certain related parties of the acquiror, to purchase additional common shares at a significant discount to market, thus exposing the acquiror to a substantial dilution of its holding.

The Rights Plan remains subject to the approval of the TSX Venture Exchange and to the execution of definitive agreements with the Company's transfer agent. The Rights Plan also remains subject to ratification of the shareholders of the Company at the next annual general meeting of the Company. If the Rights Plan is not ratified by the shareholders, the Rights Plan and any Rights will terminate and cease to be effective at that time. If the Rights Plan is ratified, it will continue in effect until the close of the annual meeting of the shareholders in 2017.

A copy of the Rights Plan will be available on SEDAR at www.sedar.com.

About VMS Ventures Inc.

VMS Ventures Inc. is a mining and mineral exploration company currently in partnership with Hudbay Minerals on the producing Reed Mine near Flin Flon, Manitoba. VMS holds a 30% interest in the Reed Mine which is operated by Hudbay Minerals and achieved full production earlier this year. In addition, VMS is exploring a large prospective property package in Manitoba. The Company is actively evaluating new growth opportunities to build on success of Reed. The Company also holds approximately 22% of the shares in North American Nickel (TSX VENTURE:NAN) which is exploring a new district scale nickel-copper-cobalt PGE deposit belt in S.W. Greenland.

For more information on North American Nickel Inc., please visit www.northamericannickel.com

Forward Looking Statement

Some of the statements contained herein may be forward-looking statements which involve known and unknown risks and uncertainties. Without limitation, statements regarding potential mineralization and resources, exploration results, and future plans and objectives of the Company are forward-looking statements that involve various risks. The following are important factors that could cause the Company's actual results to differ materially from those expressed or implied by such forward-looking statements: changes in the world wide price of mineral commodities, general market conditions, risks inherent in mineral exploration, risks associated with development, construction and mining operations, the uncertainty of future profitability and the uncertainty of access to additional capital. There can be no assurance that forward-looking statements will prove to be accurate as actual results and future events may differ materially from those anticipated in such statements. VMS Ventures Inc. undertakes no obligation to update such forward-looking statements if circumstances or management's estimates or opinions should change. The reader is cautioned not to place undue reliance on such forward-looking statements.

ON BEHALF OF THE BOARD OF DIRECTORS

John Roozendaal, B.Sc., Interim CEO, President, Director

VMS Ventures Inc.

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 release.

Contact Information

  • VMS Ventures Inc.
    Evan Sleeman
    Director
    (604) 986-2020 or Toll Free: 1-866-816-0118
    www.vmsventures.com