Comaplex Minerals Corp.

Comaplex Minerals Corp.

December 17, 2008 23:59 ET

Comaplex adopts Shareholder Rights Plan

CALGARY, ALBERTA--(Marketwire - Dec. 17, 2008) -


Comaplex Minerals Corp. (the "Corporation" or "Comaplex") (TSX:CMF) today announced that it has adopted a Shareholder Rights Plan (the "Rights Plan") effective immediately. The Rights Plan must be ratified by shareholders at Comaplex's next annual meeting in 2009. If it is not ratified at the meeting it will cease to have effect. Upon ratification by Comaplex shareholders, the Rights Plan will continue in effect for an initial term of three years and is subject to reconfirmation by shareholders at the third annual meeting held after each confirmation.

The Rights Plan is designed both to encourage the fair and equal treatment of Comaplex's shareholders in connection with any potential take-over bid and to ensure that Comaplex's shareholders and its Board of Directors, in compliance with corporate and securities laws, have sufficient time to consider whether there are other options that would more effectively maximize shareholder value. The Rights Plan is not intended to deter take-over proposals. The terms of the Rights Plan are similar to those in rights plans recently approved by shareholders of other Canadian corporations.

The rights issued under the Rights Plan become exercisable when a party, together with any parties related to it, acquires or announces its intention to acquire 20 percent or more of the Corporation's outstanding common shares without complying with the "Permitted Bid" provisions of the Rights Plan or without approval of Comaplex's Board of Directors. Should such an acquisition occur, each right would entitle a holder, other than the acquiring party or parties related to it, to purchase common shares of Comaplex at a significant discount to the then current market price. A "Permitted Bid" is a bid made to all Comaplex shareholders that is open for at least 60 days. If at the end of the 60 day period more than 50 percent of Comaplex's then outstanding common shares, other than those common shares owned by the party or related parties making the bid, have been tendered to the bid, the acquiring party may take up and pay for the common shares but must extend the bid for a further 10 business days to allow other shareholders to tender.

The rights issued under the Rights Plan will initially attach to and trade with Comaplex's common shares and no separate certificates will be issued unless an event triggering these rights occurs. A copy of the Rights Plan will be filed on SEDAR at

Comaplex is not aware of any specific take-over bid for the Corporation in process or currently being contemplated.

Comaplex is a junior resource company that explores for precious metals, base metals and diamonds in Canada and internationally.

%SEDAR: 00001166E

Contact Information

  • Comaplex Minerals Corp.
    George Fink
    President and CEO
    (403) 265-2846

    Comaplex Minerals Corp.
    Mark Balog
    Chief Operating Officer
    (403) 265-2846

    Comaplex Minerals Corp.
    Kirsten Kulyk
    Manager, Investor Relations
    (403) 265-2846