Laurion Mineral Exploration Inc.
OTC Bulletin Board : LMEFF

Laurion Mineral Exploration Inc.

October 06, 2010 12:01 ET

Laurion Adopts Shareholder Rights Plan and Rolling Stock Option Plan

TORONTO, ONTARIO--(Marketwire - Oct. 6, 2010) - Laurion Mineral Exploration Inc. (TSX VENTURE:LME)(OTCBB:LMEFF) (the "Corporation") announced that on October 4, 2010 its Board of Directors (the "Board") adopted an amended and restated shareholder rights plan (the "2010 Rights Plan"), which is expected to take effect on the expiration of the shareholder rights plan adopted by the Corporation on July 3, 2007 (the "Original Rights Plan"). The Original Rights Plan expires on the date following the annual meeting of shareholders of the Corporation scheduled for November 5, 2010.

The Corporation also announced that on October 4, 2010 the Board approved a new rolling stock option plan (the "2010 Option Plan"), which is intended to replace the Corporation's existing stock option plan (the "Original Option Plan"). Both the 2010 Rights Plan and the 2010 Option Plan remain subject to shareholder approval and to the approval of the TSX Venture Exchange (the "TSXV"). The TSXV has conditionally approved both the 2010 Rights Plan and the 2010 Option Plan subject to the receipt of shareholder approval. The Corporation intends to seek the approval of its shareholders at the annual and special meeting scheduled for November 5, 2010.

2010 Rights Plan

The purpose of the 2010 Rights Plan is to provide shareholders and the Board with adequate time to consider and evaluate any unsolicited take-over bid made for the Corporation's common shares; provide the Board with adequate time to identify, develop and negotiate value-enhancing alternatives; and encourage the fair treatment of shareholders in connection with any take-over bid made for the Corporation's common shares. The 2010 Rights Plan is intended to prevent any person from acquiring beneficial ownership of more than 20% of the outstanding common shares while the Board's process is ongoing, or from entering into arrangements or relationships that have a similar effect. 

Further to the Rights Plan, rights will be issued and attached to all issued and outstanding common shares. A separate rights certificate will not be issued until such time as the rights become exercisable. Following an acquisition of the Corporation's shares otherwise prohibited by the Rights Plan, each right held by a person other than the acquiring person and its affiliates, associates and joint actors would, upon exercise, entitle the holder to purchase common shares from the Corporation with a total market value equal to twice the exercise price of the rights for an amount in cash equal to the exercise price. The Rights Plan provides for permitted bids, which would be open for a minimum period of 60 days from the date the bid is made.

Provided shareholder approval is obtained, the Rights Plan is expected to take effect, subject to final TSXV approval, on November 6, 2010 following the expiration of the Original Rights Plan.

2010 Option Plan

Once approved by shareholders and the TSXV, the 2010 Option Plan will replace the Original Option Plan, however all outstanding options granted under the Original Plan will remain outstanding and be governed by the terms of such Plan. The purpose of the 2010 Option Plan is to allow the Corporation to grant options to directors, officers, employees and consultants, as additional compensation and as an opportunity to participate in the success of the Corporation.

The Corporation is adopting the 2010 Option Plan in replacement of the Original Option Plan to align the terms and conditions of its equity compensation plan with the policies of the TSXV. In addition, by adopting the 2010 Option Plan, the Corporation will be adopting a "rolling plan" in replacement of a "fixed plan". The 2010 Option Plan reserves for issuance a maximum of 10% of the issued and outstanding common shares of the Corporation. 

In addition, pursuant to the 2010 Option Plan, options will be exercisable over periods of up to ten years as determined by the Board, instead of over periods of five years under the Original Plan. In addition, options are required to have an exercise price no less than the closing market price of the Corporation's shares prevailing on the day that the option is granted less a discount of up to 25%, the amount of the discount varying with market price in accordance with the policies of the TSXV; the Original Plan, however, did not allow options to be granted at a discount.

The 2010 Stock Option Plan took effect on October 4, 2010, subject to approval of the shareholders and the TSXV. As at October 5, 2010, the Corporation had 67,743,683 common shares issued and outstanding, which means that a total of 6,743,683 common shares are reserved for issuance under the 2010 Option Plan, being 10% of the issued and outstanding shares of the Corporation.

About Laurion

The Corporation's focus is to make the transition from explorer to near-term producer and envisages the realization of shareholder value and wealth through monetization of its discoveries and assets. Laurion's exploration horizons are focused primarily on gold with a secondary interest in base metals and PGEs with key interests in prospective mining properties located in Ontario and Churchill County, Nevada, USA.

This news release includes certain forward-looking statements concerning the future performance of Laurion's business, operations and financial performance and condition, as well as management's objectives, strategies, beliefs and intentions. Forward-looking statements are frequently identified by such words as "may", "will", "plan", "expect", "anticipate", "estimate", "intend" and similar words referring to future events and results. Forward-looking statements are based on the current opinions and expectations of management. All forward-looking information is inherently uncertain and subject to a variety of assumptions, risks and uncertainties, including the speculative nature of mineral exploration and development, fluctuating commodity prices, competitive risks and the availability of financing, as described in more detail in our recent securities filings available at Actual events or results may differ materially from those projected in the forward-looking statements and Laurion cautions against placing undue reliance thereon. Laurion and its management assume no obligation to revise or update these forward-looking statements.

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

Contact Information

  • Laurion Mineral Exploration Inc.
    Cynthia Le Sueur-Aquin
    1-705-788-9187 (FAX)