Committee Bay Resources Ltd.
TSX VENTURE : CBR
FRANKFURT : C3M

Committee Bay Resources Ltd.

November 13, 2008 13:17 ET

Committee Bay Adopts Shareholder Rights Plan

EDMONTON, ALBERTA--(Marketwire - Nov. 13, 2008) - Committee Bay Resources Ltd. (TSX VENTURE:CBR)(FRANKFURT:C3M) ("Committee Bay" or the "Company") announced today that its Board of Directors has adopted a Shareholder Rights Plan (the "Rights Plan") designed to encourage the fair treatment of shareholders in connection with any take-over offer for the Company. The Rights Plan addresses the Company's concerns that existing Canadian legislation does not allow sufficient time, if a take-over bid is made, for either the Board of Directors or the shareholders to properly consider the bid, or for the Board of Directors to seek alternatives to such a bid.

The Rights Plan is effective immediately and will provide the Board of Directors and the shareholders more time to fully consider any unsolicited take-over bid for the Company. It will also allow more time for the Board of Directors to pursue, if appropriate, other alternatives to maximize shareholder value. Shareholders will be asked to confirm the Rights Plan at a special meeting of shareholders (the "Meeting") expected to be held in January 2009 and upon receipt of such confirmation, the Rights Plan will have an initial term which expires at the annual meeting of shareholders of the Company to be held in 2012 unless terminated earlier. The Rights Plan may be extended for an additional three years after 2012 by resolution of shareholders at such meeting.

The rights issued under the Rights Plan become exercisable only when a person, including any party related to it, acquires or announces its intention to acquire 20% or more of the Company's outstanding common shares ("Common Shares") without complying with the "Permitted Bid" provisions of the Rights Plan or without approval of the Board of Directors. Should such an acquisition occur, each right would, upon exercise, entitle a rightsholder, other than the acquiring person and related persons, to purchase Common Shares at one-half of the prevailing market price at the time.

Under the Rights Plan, a Permitted Bid is a bid made for all of the Common Shares to all shareholders that is open for not less than 60 days. If, at the end of the 60 days, at least 50% of the outstanding Common Shares, other than those owned by the offeror and certain related parties, have been tendered to the bid, the offeror may take up and pay for the Common Shares but must extend the bid for a further 10 days to allow other shareholders to tender.

The Board of Directors is not aware of any pending or threatened take-over bids for the Company that have been made or are contemplated.

The TSX Venture Exchange has conditionally accepted the Rights Plan. A copy of the Rights Plan may be viewed at www.sedar.com. Additional details regarding the Rights Plan will be provided in the Management Information Circular that will be available for viewing on SEDAR and mailed to the shareholders of the Company prior to the Meeting.

Committee Bay Resources Ltd. is part of the Discovery Group of companies. For more information on the group visit www.discoveryexp.com.

On behalf of the Board Committee Bay Resources Ltd.

John Williamson, P.Geol., President, CEO & Director

This press release contains certain forward-looking statements, including, without limitation, statements containing the words "believe", "may", "plan", "will", "estimate", "continue", "anticipate", "intend", "expect" and other similar expressions which constitute "forward-looking information" within the meaning of applicable Canadian securities laws. Forward-looking statements reflect the Company's current expectation and assumptions, and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. These forward-looking statements involve risks and uncertainties including, but not limited to, changing market conditions, the successful and timely completion of clinical studies, the establishment of corporate alliances, the impact of competitive products and pricing, new product development, uncertainties related to the regulatory approval process and other risks detailed from time-to-time in the Company's ongoing filings with the Canadian securities regulatory authorities which filings can be found at www.sedar.com. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements either as a result of new information, future events or otherwise, except as required by applicable Canadian securities laws.

Contact Information

  • Committee Bay Resources Ltd.
    Derek Iwanaka
    Manager, Investor Relations
    (604) 646-4527 or Toll Free: 1-888-331-2269
    Website: www.committeebay.com/