Maudore Minerals Ltd.
TSX VENTURE : MAO
OTCBB : MAOMF
FRANKFURT : M6L

Maudore Minerals Ltd.

May 25, 2012 08:56 ET

Maudore Approves a Shareholder Rights Plan to Replace Expiring Plan and Updates By-Laws

MONTREAL, QUEBEC--(Marketwire - May 25, 2012) - Maudore Minerals Ltd. (the "Company") (TSX VENTURE:MAO)(OTCBB:MAOMF)(FRANKFURT:M6L) announced today the approval by its board of directors of the adoption of a shareholder rights plan (the "Rights Plan") designed to provide its shareholders will full and fair value in the event of possible take-over bids for the Company's common shares. The Rights Plan is effective May 25, 2012. The Rights Plan is not intended to and will not prevent take-over bids for the Company. Adoption of the Rights Plan is subject to regulatory acceptance and will be submitted for ratification by shareholders at the annual and special meeting of shareholders to be held on June 29, 2012 (the "Meeting"). The Company has had a shareholder rights plan in place since May 2007. The original shareholder rights plan expires on May 25, 2012.

The Company believes that the Rights Plan preserves the fair treatment of shareholders, is generally consistent with Canadian corporate practice and addresses institutional investor guidelines. The objective of the Rights Plan is to ensure that, in the event of a bid for control through acquisition of the Company's common shares, there are provisions in place to:

  • Provide for the orderly presentation of Permitted Bids (as defined in the Rights Plan) to shareholders
  • Provide adequate time for competing bids to emerge
  • Ensure shareholders have an equal opportunity to participate in such bids
  • Give shareholders adequate time to properly assess any such bids
  • Explore and develop alternatives for maximizing shareholder value

Pursuant to the terms of the Rights Plan, the Company will distribute one right of purchase in respect of each common share outstanding as at the record time. 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 without complying with the Permitted Bid provisions or without approval of the Company's Board of Directors. Should such an acquisition occur, each right would entitle a holder, other than the Acquiring Person (as defined in the Rights Plan) and persons related to it, to purchase common shares of the Company at a substantial discount to the market value of such shares. A Permitted Bid must be made by way of a take-over bid circular prepared in compliance with applicable securities laws, remain open for 60 days and satisfy certain other conditions. The Company is not aware of any pending or threatened take-over bid for its common shares.

A copy of the shareholder rights plan agreement between the Company and CIBC Mellon Trust Company, the Rights Agent, which gives effect to the Rights Plan is available via SEDAR at www.sedar.com or upon request by contacting the Corporate Secretary of the Company: 101-A Avenue Principale, Rouyn-Noranda, Quebec, J9X 4P1; telephone (819) 797-9336.

The Company also announced today that its Board of Directors approved an updated by-law (the "Updated By-law") on May 24, 2012, to replace the Company's current By-law No. 1, which relates generally to the conduct of the affairs of the Company. Among other things, the Updated By-law:

  • Updates the residency qualifications of directors and members of committees to be consistent with the requirements under the Business Corporations Act (Ontario) (the "Act")
  • Includes a provision that requires advance notice to the Company in circumstances where nominations of persons for election to the board of directors are made by shareholders of the Company other than pursuant to (i) a requisition of a meeting made pursuant to the provisions of the Act or (ii) a shareholder proposal made pursuant to the provisions of the Act (the "Advance Notice Provision")
  • Includes limits on the liability of directors and officers consistent with the Act and updates the Company's indemnity obligations to directors and officers
  • Increases quorum requirements for shareholder meetings from 10% to 25% of the shares entitled to vote

Among other things, the Advance Notice Provision fixes a deadline by which holders of record of common shares of the Company must submit director nominations to the Company prior to any annual or special meeting of shareholders and sets forth the information that a shareholder must include in the notice to the Company for the notice to be in proper written form.

In the case of an annual meeting of shareholders, notice to the Company must be made not less than 30 nor more than 65 days prior to the date of the annual meeting; provided, however, that in the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be made not later than the close of business on the 10th day following such public announcement.

In the case of a special meeting of shareholders (which is not also an annual meeting), notice to the Company must be made not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made.

Notwithstanding the foregoing, with respect to the Meeting, which is to be held on June 29, 2012, any notice delivered to the Company prior to the close of business on June 4, 2012 shall be deemed to have been timely delivered.

In accordance with the Act, adoption of the Updated By-law is subject to ratification by shareholders at the Meeting. The full text of the Updated By-law is available via SEDAR at www.sedar.com or upon request by contacting the Corporate Secretary of the Company: 101-A Avenue Principale, Rouyn-Noranda, Quebec, J9X 4P1; telephone (819) 797-9336.

Further details on the Meeting will be contained in a Management Information Circular that will be mailed to shareholders of the Company in due course. The Company is not soliciting proxies in respect of the Meeting and nothing in this release should be regarded as a solicitation or request for a proxy or a recommendation as to how shareholders of the Company should vote at the Meeting.

On behalf of the Board of Directors:

Ronald Shorr, Chief Executive Officer

The TSX Venture Exchange has not reviewed this release. 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.

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