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SPQ Spider Resources Com

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Share Name Share Symbol Market Type
Spider Resources Com TSXV:SPQ TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Spider Resources Inc. Announces Proposed Consolidation of Outstanding Common Shares and Refiling of Form 51-102F6 for Fiscal 200

23/04/2010 9:11pm

Marketwired Canada


THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN SECURITIES LAW, IS NOT FOR
DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES,
AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN. 


Spider Resources Inc. (the "Company") (TSX VENTURE:SPQ) wishes to announce that
it will be seeking approval by its shareholders of a special resolution (the
"Share Consolidation Resolution") to consolidate all of the Company's issued and
outstanding common shares (each, a "Common Share") on the basis of a ratio of
not more than one (1) post-consolidation Common Share for every ten (10)
pre-consolidation Common Shares (the "Consolidation"), with the Consolidation to
be implemented by the board of directors of the Company (the "Board") at any
time prior to December 31, 2010. The shareholders will be asked to approve the
Share Consolidation Resolution at the annual and special meeting of the
shareholders to be held on May 19, 2010. The proposed Consolidation remains
subject to receipt of all necessary regulatory approvals, including shareholder
approval and acceptance of TSX Venture Exchange. 


The Company believes that it is in the best interests of the Company and its
shareholders for the Board to implement the Consolidation. The number of the
currently outstanding Common Shares no longer reflects the value of the
Company's assets. The Company's future performance is largely tied to its
ability to raise equity financings, without excessively diluting the interests
of its current shareholders. The proposed Consolidation will enable potential
investors to better evaluate the Company in connection with future equity
financings of the Company. The proposed ratio will help the Board to mitigate
potential dilution, depending on the circumstances under which the Consolidation
is implemented. 


If the Share Consolidation Resolution is approved, the Consolidation will be
implemented only upon a determination by the Board that the Consolidation is in
the best interests of the Company and its shareholders at that time. In
connection with any determination to implement a proposed Consolidation, the
Board will set the timing for such Consolidation. No further action on the part
of the shareholders will be required in order for the Board to implement the
Consolidation. If the Board does not implement the Consolidation before December
31, 2010, the authority granted by the Share Consolidation Resolution to
implement the Consolidation on these terms will lapse and be of no further force
or effect. The Share Consolidation Resolution will also authorize the Board to
elect not to proceed with, and abandon, the Consolidation at any time if it
determines, in its sole discretion, to do so. The Board would exercise this
right if it determined that the Consolidation was no longer in the best
interests of the Company and its shareholders. No further action on the part of
the shareholders will be required in order for the Board to abandon the
Consolidation. 


If the Share Consolidation Resolution is approved by the shareholders, and the
Board decides to implement the Consolidation, following the obtaining of all
necessary regulatory approvals, including the acceptance of the TSX Venture
Exchange, the Company will promptly file articles of amendment as required under
Canada Business Corporations Act. The Consolidation will become effective on the
date shown in the certificate of amendment in connection therewith, or such
other date as indicated in the articles of amendment.


If the Board decides to implement the Consolidation at the maximum authorized
ratio of 1:10, upon completion of the proposed Consolidation the number of
Common Shares issued and outstanding will be reduced from 471,694,432 as of
April 19, 2010 to 47,169,443. The name of the Company will not be changed as a
result of the proposed Consolidation. 


No fractional shares will be issued in connection with the Consolidation and, in
the event that a shareholder would otherwise be entitled to receive a fractional
share upon the Consolidation, those shareholders shall have such factional
shares cancelled. Except for any variances attributable to fractional shares,
the change in the number of issued and outstanding Common Shares that will
result from the Consolidation will cause no change in the capital attributable
to the Common Shares and will not materially affect any shareholders' percentage
ownership in the Company, even though such ownership will be represented by a
smaller number of Common Shares.


If the proposed Consolidation is approved by the shareholders and all regulatory
requirements are complied with, including the approval by the TSX Venture
Exchange, and implemented by the Board, registered shareholders will be required
to exchange their share certificates representing pre-Consolidation Common
Shares for new share certificates representing post-Consolidation Common Shares.
Following the announcement by the Company of the effective date of
Consolidation, registered shareholders will be sent a transmittal letter from
the Company's transfer agent, Equity Transfer & Trust Company, as soon as
practicable after the effective date of the Consolidation. The letter of
transmittal will contain instructions on how to surrender certificate(s)
representing pre-Consolidation shares to the transfer agent. The transfer agent
will send to each registered shareholder who has sent the required documents a
new share certificate representing the number of post-Consolidation Common
Shares to which the shareholder is entitled. Until surrendered, each share
certificate representing pre-Consolidation Common Shares will be deemed for all
purposes to represent the number of whole post-Consolidation Common Shares to
which the holder is entitled as a result of the Consolidation. If a registered
shareholder would otherwise be entitled to receive a fractional share, such
fractional share shall be deemed to have been cancelled as described above.


Refiling of Restated Form 51-102F6 for Fiscal 2008

As a result of correspondence exchanged with the Ontario Securities Commission,
the Company has restated and refiled Form 51-102F6 - Statement of Executive
Compensation to provide the following additional disclosure: 




--  on page 4 under the heading "Compensation Discussion and Analysis -
    Objective of Compensation Program, to clarify that the Compensation
    Committee reviews stock options specifically in addition to reviewing
    compensation as a whole. 
--  On page 5, under the heading "Summary of Compensation, to include option
    information in the compensation table for each of the Named Executive
    Officers. 
--  On page 6, to provide a chart showing the value of exercised and
    unexercised options for the Named Executive Officers that exercised
    options during the fiscal year ended December 31, 2008. 
--  On page 9, under the heading "Compensation of Directors" to include
    option information table in the compensation table for the directors of
    the Company.



The full text of the restated Form 51-102F6 may be found on www.sedar.com.

About Spider Resources Inc.

Spider Resources Inc. is a tier 2 Canadian exploration company, quoted for
trading on the TSX Venture Exchange under the symbol SPQ. 


On behalf of the board of directors,

Neil Novak, President and CEO

These securities have not been registered under the United States Securities Act
of 1933, as amended, or any state securities laws, and may not be offered or
sold in the United States or to U.S. persons unless registered or exempt
therefrom.


This press release includes certain "Forward-Looking Statements" within the
meaning of the US Private Securities Reform Act of 1995. Other than statements
of historical fact, all statements are "Forward-Looking Statements" that involve
such various known and unknown risks, uncertainties and other factors. There can
be no assurance that such statements will prove accurate. Results and future
events could differ materially from those anticipated in such statements.
Readers of this press release are cautioned not to place undue reliance on these
"Forward-Looking Statements". All dollar amounts are Canadian dollars unless
otherwise noted.


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