Apella Resources Inc.

Apella Resources Inc.

April 08, 2010 14:56 ET

Apella Resources Adopts Plan to Protect Shareholders' Rights

VANCOUVER, BRITISH COLUMBIA--(Marketwire - April 8, 2010) - Apella Resources Inc. (TSX VENTURE:APA)(FRANKFURT:NWN) announces that its Board of Directors has adopted a Shareholder Rights Plan (the "Plan") to ensure, to the greatest extent possible, that all shareholders of the Company are treated fairly in connection with any take-over bid for the Company and to ensure that the Board of Directors is provided with sufficient time to consider and evaluate any unsolicited takeover bid and to explore and develop alternatives to maximize shareholder value. The Plan discourages discriminatory, coercive or unfair takeovers of the Company and gives the Company's Board of Directors time to pursue alternatives to maximize shareholder value in the event an unsolicited take-over bid is made for all, or a portion of, the outstanding Common Shares. Any take-over bid that meets certain criteria intended to protect the interests of all shareholders will be permitted by the Plan to proceed.

The Plan is consistent with the company's objective of enhancing value for shareholders. The Plan is structured along the same lines as other shareholder rights plans that have been adopted by a number of leading Canadian companies and ratified by the shareholders. It is not in response to any specific initiative by any particular company and is not intended to prevent takeover bids that treat Apella Resources shareholders fairly.

The Plan will allow shareholders to properly evaluate and assess a takeover bid without facing undue pressure or coercion. The Plan provides Apella's board of directors with additional, adequate time to consider any takeover bid and, if applicable, to explore and properly assess alternative transactions that would maximize value for shareholders. It is intended to prevent any shareholders or groups of shareholders working in concert from increasing their holdings beyond 20 per cent without making an offer to all other shareholders.

Under the terms of the Plan, one right will be issued by Apella in respect of each outstanding Apella common share at the close of business on April 8, 2010, and in respect of each Apella common share issued thereafter (subject to the terms of the rights plan). The rights issued under the rights plan become exercisable only if a person or group of persons working in concert with one another as related parties acquires or announces its intention to acquire 20 per cent or more of the common shares of the corporation without complying with the permitted bid provisions of the rights plan or without approval of Apella's board of directors. Should such an acquisition occur; rights holders (other than the acquiring person or related persons) can purchase common shares of the corporation at a substantial discount to the prevailing market price (as defined in the rights plan) at the time the rights become exercisable.

The Shareholder Rights Plan is subject to the approval of the Company's Registrar and Transfer Agent, the TSX Venture Exchange and ratification by the Company's shareholders at the Annual and Special Meeting of the shareholders of the Company on April 16, 2010 and if ratified, will have a term of three years. If the Plan is not confirmed by shareholders, the Plan and all outstanding Rights will terminate and be void and of no further force and effect. A copy of the Plan is available upon request from the Company or on SEDAR at www.sedar.com.


Patrick D. O'Brien – Chairman

S.E.C. Exemption 12(g) 3-2(b) File No. 82-3822, Standard & Poors Listed, Dun & Bradstreet Listed.

Neither the 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.

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