SOURCE: Almadex Minerals Limited

Almadex Minerals Limited

January 05, 2016 18:00 ET

Almadex Minerals Adopts Shareholders Rights Plan

VANCOUVER, BC--(Marketwired - January 05, 2016) - The Board of Directors (the "Board") of Almadex Minerals Limited ("Almadex" or the "Company") (TSX VENTURE: AMZ) (OTCQB: AXDDF) has adopted a shareholder rights plan (the "Plan"). The Plan has been accepted for filing by the TSX Venture Exchange.

The Plan is not intended to prevent takeover bids for the Company, to secure continuance of current management or the directors in office or to deter fair offers for the Company's shares. The Plan will provide the Board and the shareholders with more time to fully consider any unsolicited takeover bids for the Company without any undue pressure, it will allow the Board to pursue other alternatives to maximize shareholder value, and it will allow additional time for competing bids to emerge. The Plan will protect the Company's shareholders from unfair, abusive or coercive takeover strategies, including the acquisition of control of the Company through a takeover bid that does not treat all shareholders equally or fairly.

To implement the Plan, the Board authorized the issue, on January 4, 2016, of one right in respect of each common share outstanding to the holder of record at 5:00 p.m. (Vancouver time) on January 4, 2016. The rights will trade with common shares and be represented by 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 in a transaction not approved by the Board, the rights will entitle the holders (other than the acquiring person or group) to acquire shares of the Company at a discount to the market price.

The rights are not triggered by purchases of voting shares made pursuant to a permitted bid, a takeover bid made to all holders of common shares on identical terms. A permitted bid must be made by way of a takeover bid circular prepared in compliance with applicable securities laws and must comply with certain other conditions including the requirement that it must be open for at least 120 days (a period consistent with the proposed amendments to the take-over bid regime published by Canadian Securities Administrators in March, 2015) and more than 50% of the common shares (other than shares beneficially owned by the offeror and certain related parties) must be deposited under the bid and not withdrawn before any shares may be taken up and paid for and, if 50% of the common shares are so deposited and not withdrawn, an announcement of such fact must be made and the bid must remain open for a further ten business days.

The Plan was not adopted in response to any specific proposal or intention to acquire control of Almadex. The Plan is effective immediately, and the Company intends to seek shareholder ratification at its next Annual General Meeting. A copy of the Plan has been filed on SEDAR and is available for viewing on the Company's website at www.almadexminerals.com.

About Almadex

Almadex Minerals Limited is an exploration company that holds a large mineral portfolio consisting of projects and NSR royalties in Canada, the U.S., and Mexico. This portfolio is the direct result of over 35 years of prospecting and deal-making by Almadex's predecessor company, Almaden Minerals Ltd.

On behalf of the Board of Directors,

"Morgan Poliquin"
Morgan J. Poliquin, Ph.D., P.Eng.
President, CEO and Director
Almadex Minerals Ltd.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release includes forward-looking statements that are subject to risks and uncertainties. All statements within it, other than statements of historical fact, are to be considered forward looking. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forward-looking statements, other than as required pursuant to applicable securities laws.

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