A.I.S. Resources Limited has adopted a shareholder rights plan intended to protect investors and give the board time to evaluate any unsolicited attempts to gain control. The board approved the plan on Feb. 13, describing it as a preventative governance tool similar to those used by other Canadian issuers. Management says the move was precautionary—not a response to any specific takeover offer.
What the plan does – Trigger and dilution: The plan defines an “Acquiring Person” as anyone (alone or with associates) who crosses a 20% ownership threshold without following the plan’s permitted-bid process or without board approval.
If that threshold is crossed, the rights held by non‑transacting shareholders become exercisable and allow holders to buy additional shares at a steep discount—designed to dilute the acquiring party’s stake and protect minority shareholders. – Mechanics and board powers: Rights attach at the record date and continue on subsequent share issuances. The board can redeem or amend the rights within specified limits and may approve transactions that fall outside the permitted-bid framework. The permitted-bid rules require a formal offer that meets timing, pricing and disclosure standards so shareholders have time and information to decide. – Discount and effect: If triggered, each exercisable right (other than those held by the Acquiring Person and related parties) permits purchase of shares at roughly a 50% discount to the market price at that time—raising total outstanding shares and reducing the acquirer’s relative voting power.
Timing, approvals and next steps – Effective immediately pending approvals: The plan took effect on approval by the board, but it remains conditional on two things: ratification by shareholders at the annual general and special meeting on March 10, and final acceptance by the TSX Venture Exchange (TSXV). – Lapse date: If shareholders do not ratify the plan by August 3, the plan will lapse and any rights issued under it will be cancelled. – Filings and updates: A formal copy of the rights plan will be posted on SEDAR+ under the company profile. The company says it will update stakeholders following the TSXV’s decision and after the March meeting; investors should watch official filings for full trigger mechanics, timing and any board actions.
Why the board acted The board frames the plan as a measure to ensure fair and equal treatment of all shareholders, prevent “creeping” stake-building, and preserve the company’s strategic options. Rather than blocking bids outright, the plan aims to encourage serious bidders to present a full, fair offer to all shareholders.
Who A.I.S. Resources is A.I.S. Resources Limited trades on the TSX Venture Exchange under AIS and on OTC‑Pink as AISSF. The company explores and develops early-stage natural resource projects, led by a management team of engineers, geologists and finance professionals. The board says the rights plan is meant to complement its governance as it pursues those objectives.
What investors should do – Review the full rights plan on SEDAR+ for precise thresholds, trigger events and other details. – Monitor company and regulator filings for updates after the TSXV decision and the March 10 shareholder meeting. – Note that the plan’s permanence depends on shareholder ratification and regulatory approval.
Contacts and disclosures – CEO: Marc Enright-Morin – Phone: +1-778-892-5455 – Email: [email protected] – Website and filings: www.aisresources.com and the company’s SEDAR+ profile
A brief caution The announcement contains forward-looking statements and involves risks and uncertainties; actual outcomes may differ. The company says it will update disclosures as required by securities laws. We will follow regulatory filings and shareholder notices and report material developments as they become available.
