MDN Inc.
TSX : MDN

MDN Inc.

July 31, 2008 15:18 ET

MDN Inc. Announces a Warrant Exchange Offer

MONTREAL, QUEBEC--(Marketwire - July 31, 2008) - NOT FOR RELEASE OVER U.S. NEWSWIRE SERVICES

MDN Inc. ("MDN") (TSX:MDN) announced today that, upon recommendation of an Independent Committee, the Board of Directors has approved an exchange offer (the "Exchange Offer") whereby MDN will offer holders of warrants listed on the Toronto Stock Exchange, exercisable at a price of $1.00 per common share of MDN and expiring on January 14, 2009 (the "Warrants") one common share of MDN in exchange for 3.75 Warrants.

The Exchange Offer is being made for the following reasons:

- The Exchange Offer provides on exchange of their Warrants, the holders with an opportunity to realize the value of their Warrant investment in MDN in an orderly manner and for an established value in a liquid investment, namely MDN common shares;

- The elimination of the Warrants will provide MDN's Management with additional flexibility for acquisition's of further resource properties;

- MDN believes the Exchange Offer will provide enhanced value to the common shares and the elimination of the negative impact from the Warrants on the share price of its common shares, through the reduction of the public float of Warrants;

- MDN believes the Exchange Offer will provide enhanced liquidity in the common shares through the reduction of the public float of Warrants; and

- The Board's belief that the common shares have been trading in price ranges that do not fully reflect the value of MDN's business and future prospects, in part due to the existence of the Warrants.

MDN will file an Exchange Offer circular with the securities regulatory authorities in each of the provinces and territories of Canada with respect to the Exchange Offer, which will expire at 5:00 p.m. (Eastern) on September 4, 2008, subject to MDN's right to extend the Exchange Offer. There are certain conditions that apply which, if not satisfied, would allow MDN to terminate the Exchange Offer, unless such conditions are waived by MDN at its option. Further information regarding such conditions is available in the Exchange Offer circular, which will be available on SEDAR at www.sedar.com.

THE SECURITIES OFFERED PURSUANT TO THE EXCHANGE OFFER HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS.

THIS PRESS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL.

MDN is a mining exploration company with its head office in Montreal, Quebec (Canada). Its main exploration activities are carried out in Quebec through gold and base metal interests and in Tanzania through a majority interest in 28 adjacent mineral licenses in addition to a 30% participation interest in the Tulawaka Gold Mine.

Forward-Looking Statements

Certain statements contained in this press release, constitute forward looking statements pertaining to future events or MDN's future return or outlook. Except for those pertaining to proven facts, all the statements can be considered forward looking statements. These statements involve known and unknown risks and uncertainties and other factors likely to ensure that the actual results or events differ materially of those forecast in these forward looking statements. The forward looking statements contained in this press release are based on reasonable assumptions in the circumstances. The forward looking statements contained in this press release are based on certain assumptions made by MDN's management which might not be realized, including:

- general business and economic conditions;

- the supply and demand for, deliveries of, and the level and volatility of price of gold;

- MDN's estimation of its production costs, its expected production and its productivity levels, as well as those of its partners and competitors;

- price of energy;

- MDN's ability to procure equipment and operating supplies in sufficient quantities and on a timely basis;

- MDN' ability to attract and retain skilled staff required in the course of activities;

- market competition;

- the accuracy of its resource estimates; and

- MDN's ongoing relations with its business and joint venture partners.

The risk factors are more fully described in MDN's Annual Information Form posted on SEDAR.

Contact Information

  • MDN Inc.
    Paul-A. Girard
    President & CEO
    514-866-6500
    or
    MDN Inc.
    Yves Therrien, CMA
    Vice-President, Finance
    514-866-6500
    or
    MDN Inc.
    Richard Corbo
    Advisor, Corporate Development
    514-866-6500
    www.mdn-mines.com
    or
    Evolution Group
    Sylvain Archambault
    President & CEO
    514-448-4887 / Toll free: +1-866-703-4887
    s.archambault@evolutiongrp.com
    www.evolutiongrp.com