Abacus Mining and Exploration Corp.

Abacus Mining and Exploration Corp.

December 06, 2006 13:30 ET

Abacus Adopts Shareholder Rights Plan

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Dec. 6, 2006) - Abacus Mining & Exploration Corporation (TSX VENTURE:AME) (the "Company") announces today that its Board of Directors has adopted a Shareholder Rights Plan. In making the announcement, the Company emphasized that it is not aware of any pending or threatened takeover bid.

The purpose of the Plan is two fold. Firstly, it provides the directors and shareholders of the Company with additional time to assess and evaluate any offers to acquire shares of the Company and, where appropriate, to enable the Board to explore and develop alternatives to maximize shareholder value. Secondly, it encourages fair treatment of all shareholders in connection with any takeover bid for the Company.

The Plan is effective December 5, 2006, but in accordance with stock exchange requirements it will be submitted to the shareholders of the Company at the Company's next shareholders' meeting for confirmation, which must be held within six months of the effective date of the Plan. If shareholders do not confirm the Plan at the meeting, the Plan and the Rights will terminate and cease to be effective.

The Plan is not intended to block takeover bids. The Rights issued under the Plan generally only become exercisable if a person, or a group of persons acting in concert, acquires 20 per cent or more of the outstanding common shares of the Company. The Rights are not triggered by a "permitted bid" which is a bid made for all common shares to all common shareholders by way of a takeover bid circular that remains open for not less than 60 days and pursuant to which more than 50 per cent of the common shares held by independent shareholders are deposited and not withdrawn. The Rights would also not be triggered if Teck Cominco Limited holds 20% or more of the shares of the Company as a result of shares issued to Teck pursuant to the agreement to purchase certain assets from Teck and Afton Operating Corporation (see the Company's news release dated November 25, 2005). Each right, upon exercise, would permit the purchase of shares of the Company at a substantial discount to market price, as defined in the Plan. Notwithstanding confirmation of the Plan at the next meeting of shareholders, the Plan must be reconfirmed by the shareholders at the 2010 annual general meeting. If the Plan is not so reconfirmed or is not presented for reconfirmation at the 2010 annual general meeting, the Plan shall terminate on and from the close of the 2010 annual general meeting. If the Plan is reconfirmed at the 2010 annual general meeting, then it will terminate on the earlier of the time at which the right to exercise rights shall terminate pursuant to the Plan or the 2013 annual general meeting.

The foregoing is a general description of the Plan only, and is qualified in its entirety by the more detailed descriptions of the Plan, and in particular by the full text of the Plan, which will be contained in the material change report relating to the Plan (which the Company expects to file shortly). The material change report will be available on SEDAR (www.sedar.com) once filed.

On Behalf of the Board,


Doug Fulcher, President

This news release, required by applicable Canadian laws, is not for distribution to U.S. news wire services or for dissemination in the United States, and does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

The TSX Venture Exchange has neither reviewed or approved the accuracy or adequacy of this news release.

Contact Information

  • Abacus Mining and Exploration Corp.
    Doug Fulcher
    (604) 682-0301 or 1-866-834-0301
    Abacus Mining and Exploration Corp.
    Paddy Nicol
    (604) 682-0301 or 1-866-834-0301
    (604) 682-0307 (FAX)
    Email: info@amemining.com
    Website: www.amemining.com