Adex Mining Inc.

Adex Mining Inc.

December 06, 2007 16:04 ET

Adex Adopts Shareholder Rights Plan

TORONTO, ONTARIO--(Marketwire - Dec. 6, 2007) -


Adex Mining Inc. ("Adex" or the "Company") (TSX VENTURE:ADE) is pleased to announced the adoption by its Board of Directors of a Shareholder Rights Plan to encourage the fair treatment of the shareholders of Adex in connection with any take-over bid for shares of Adex.

The Board of Directors of the Company today authorized the issue of one Right in respect of each outstanding common share of Adex to holders of record at 5:00 p.m. (Toronto time) on December 6, 2007. For administrative convenience, the Rights will trade with the common shares and be represented by the certificates representing common shares.

On the occurrence of certain triggering events, including the acquisition by a person or group of 20% or more of the votes attached to all outstanding voting shares of the Company without complying with the permitted bid provisions of the Plan or without approval of the Board of Directors, the Rights will entitle holders (other than the acquiring person and certain related persons) to acquire shares of Adex at a 50% discount to the market price.

The Rights are not triggered by purchases of voting shares made pursuant to a "Permitted Bid", a take-over bid made to all holders of common shares on identical terms which is open for acceptance for not less than 60 days. If at the 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. However, the bid must be extended for an additional 10 days to allow other shareholders to tender. This will provide shareholders with more time to consider the bid and any other alternatives that may be available. The Board of Directors will also have more time to consider alternatives and to make recommendations to shareholders.

Any person who, as of today's date, is the beneficial owner of 20% or more of the outstanding common shares of Adex is exempt from the application of the Plan provided that such exemption shall lapse if such person, after today's date, becomes the beneficial owner of additional voting shares that increases his beneficial ownership of voting shares of Adex by more than 1% of the number of voting shares outstanding (subject to certain exceptions). To the knowledge of the Company, no person, as of today's date, is the beneficial owner of 20% or more of the outstanding common shares of Adex.

Although the Rights Plan is effective upon its adoption, it is subject to regulatory approval, and, in accordance with the requirements of the TSX-V, it will be submitted to the shareholders of the Company for confirmation within six months of today's date.

The Board of Directors has adopted the Shareholder Rights Plan to enable Adex to maximize shareholder value in the event of an unsolicited takeover bid. The Plan is similar to plans adopted by numerous other Canadian corporations. Adex is not aware of any pending or threatened take-over bid for Adex.


Adex Mining Inc. is a Canadian junior mining company with an experienced management team. The Company is focused on developing its flagship Mount Pleasant Mine property, a multi-metal project that is host to promising tungsten-molybdenum and tin-indium-zinc mineralization. Located in Charlotte County, New Brunswick, Mount Pleasant is situated 80 kilometres south of Fredericton, the provincial capital, and is 65 kilometres from the United States border. Adex's common shares trade on the TSX Venture Exchange under the stock symbol "ADE."


Certain statements in this press release may constitute "forward-looking" statements which involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements of Adex, its subsidiary or the industry in which they operate to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this press release, the words "estimate", "believe", "anticipate", "intend", "expect", "plan", "may", "should", "will", the negative thereof or other variations thereon or comparable terminology are intended to identify forward-looking statements. Such statements reflect the current expectations of the management of Adex with respect to future events based on currently available information and are subject to risks and uncertainties that could cause actual results, performance or achievements to differ materially from those expressed or implied by those forward-looking statements. These risks and uncertainties are detailed from time to time, including, without limitation, under the heading "Risk Factors", in reports filed by Adex with the Alberta, British Columbia and Ontario Securities Commissions which are available at and to which readers of this press release are referred for additional information concerning Adex, its prospects and the risks and uncertainties relating to Adex and its prospects. New risk factors may arise from time to time and it is not possible for management to predict all of those risk factors or the extent to which any factor or combination of factors may cause actual results, performance and achievements of Adex to be materially different from those contained in forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, Adex cannot assure investors that actual results will be consistent with these forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.

The forward-looking information contained in this press release is current only as of the date of the press release. Adex does not undertake or assume any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

No securities commission or regulatory authority has approved or disapproved the contents of this press release. The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

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