Cerro Grande Mining Corporation Announces Adoption of a Shareholder Rights Plan and Enhanced Quorum By-Law N° 1B Amendment


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Cerro Grande Mining Corporation Announces Adoption of a Shareholder Rights Plan and Enhanced Quorum By-Law N° 1B Amendment

PR Newswire












TORONTO, May 15, 2013 /PRNewswire/ - Cerro Grande Mining Corporation
(the "Company" or "CEG") (TSX: CEG) (OTCQX: CEGMF) is pleased to
announce that the board of directors of the Corporation has adopted a
shareholder protection rights plan and an Enhanced Quorum By-Law 1B
Amendment effective May 9, 2013.  The objective of the rights plan and
Enhanced Quorum By-Law 1B Amendment is to ensure, to the extent
possible, that all shareholders of the Corporation are treated equally
and fairly in connection with any initiative to acquire control of the
Corporation.




The rights plan is not intended to and will not prevent a take-over of
the Corporation. The purpose of the rights plan is to encourage a
potential bidder to make a "Permitted Bid", having terms and conditions
designed to meet the objectives of the rights plan, or to negotiate the
terms of an offer with the board of directors of the Corporation. A
Permitted Bid is a take-over bid that is made to all holders of voting
shares of the Corporation (other than the bidder) for all of the voting
shares held by them, by way of a take-over bid circular prepared in
compliance with applicable securities laws, that remains open for
acceptance by shareholders of the Corporation for 60 days (or such
shorter period of time as may be approved by the board of directors of
the Corporation from time to time), and that satisfies certain other
conditions.




The rights plan must be confirmed by shareholders within six months of
its effective date.  The listing of the rights is subject to regulatory acceptance by The
Toronto Stock Exchange. Application for approval has been made to the
TSX. 





The Corporation is not aware of any specific take-over bid for the
Corporation that has been made or is contemplated.




A complete copy of the Rights Plan is available upon request.
Shareholders wishing to receive a copy of the Rights Plan should make
their request by telephone at 56-2-2569-6200, by email at ceg@cegmining.com or by mail to Cerro Grande Mining Corporation, Royal Bank Plaza, South
Tower, 200 Bay Street, Suite 3800, Toronto, Ontario M5J 2Z4, Attention:
Mr. Stephen Houghton.  A copy of the Rights Plan will be filed on SEDAR
at www.sedar.com once it has been approved by the TSX.




The By-law Amendment provides that a quorum of at least two persons
present in person and entitled to vote at any annual meeting of
shareholders, or at any special meeting of shareholders, if one of the
purposes for which the special meeting was called was the election of
directors, and who, together, hold or represent by proxy at least a
majority of the shares issued and outstanding in the capital of the
Corporation and entitled to be voted at any such meeting (an "Enhanced Quorum") is required where nominations of persons for election to the Board
made by shareholders may result in persons who were members of the
Board immediately prior to the meeting ceasing to constitute a majority
of the Board following the meeting, other than pursuant to a "change of
control" of the Corporation. For all other shareholder meetings, a
quorum of at least two persons present in person and entitled to vote
at the meeting and who, together, hold or represent by proxy not less
than 25% of the votes entitled to be cast at the meeting will continue
to be required.




The Corporation is committed to ensuring that all shareholders receive
adequate notice of the director nominations, and allowing shareholders
to register an informed vote, particularly minority shareholders.





About Cerro Grande Mining Corporation




Cerro Grande Mining Corporation is a minerals producing, exploration and
development company with properties and activities currently focused in
Chile.




The TSX has not reviewed and does not accept responsibility for the
adequacy or accuracy of this news release. This news release may
contain assumptions, estimates, and other forward-looking statements
regarding future events. Such forward-looking statements involve
inherent risks and uncertainties and are subject to factors, many of
which are beyond the Company's control, which may cause actual results
or performance to differ materially from those currently anticipated in
such statements.





Cautionary Statement on Forward-looking Information





This news release contains "forward-looking information", which may
include, but is not limited to, information with respect to the
satisfaction of the additional bonus shares to be issued pursuant to
the original settlement agreement in cash. Often, but not always,
forward-looking information can be identified by the use of words such
as "plans", "expects", "is expected", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates", or "believes" or
variations (including negative variations) of such words and phrases,
or state that certain actions, events or results "may", "could",
"would", "might" or "will" be taken, occur or be achieved.
Forward-looking information involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of CEG to be materially different from any
future results, performance or achievements expressed or implied by the
forward-looking information. Forward-looking information contained
herein are made as of the date of this press release based on current
expectations and beliefs and CEG disclaims, other than as required by
law, any obligation to update any forward-looking information whether
as a result of new information, results, future events, circumstances,
or if management's estimates or opinions should change, or otherwise.
There can be no assurance that forward-looking information will prove
to be accurate, as actual results and future events could differ
materially from those anticipated in such information. Accordingly, the
reader is cautioned not to place undue reliance on forward-looking
information.





SOURCE Cerro Grande Mining Corporation











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