MDN Inc.

MDN Inc.

April 23, 2008 10:28 ET

MDN Adopts Shareholder Rights Plan

MONTREAL, QUEBEC--(Marketwire - April 23, 2008) - MDN Inc. ("MDN") (TSX:MDN) announces that its board of Directors (the "Board") has adopted a shareholder rights plan (the "Plan") to encourage the fair treatment of shareholders, should a take-over bid be made against MDN. The Plan became effective as of today and will provide the Board and the shareholders with more time to consider any unsolicited take-over bid for MDN. The Plan is intended to discourage unfair take-over bids and provides the Board the opportunity to consider alternatives to maximize the return to shareholders in the event of an unsolicited take-over bid.

The Plan has not been adopted in response to, or in contemplation of, any specific proposal to acquire control of MDN. The Plan is subject to the approval of the Toronto Stock Exchange and will be submitted to the approval of the shareholders at the annual and special meeting of the shareholders of MDN, which will be held on June 5, 2008. Unless otherwise terminated in accordance with its terms, the Plan will terminate at the close of the third Annual Meeting of MDN shareholders following the annual and special meeting of shareholders at which the Plan was ratified by the shareholders, unless the Plan is reconducted at such meeting.

The Rights issued under the Plan will become exercisable only when a person, or related persons, acquires or announces its intention to acquire 20% or more of the outstanding shares of MDN without complying with the "Permitted Bid" provisions of the Plan or without the approval of the Board. Should such an acquisition occur, each Right will, upon exercise, entitle a Right holder other than the acquiring person or related persons, to purchase shares of MDN at a substantial discount to the market price at the time.

Under the Plan, a "Permitted Bid" is defined as a bid made to all shareholders of MDN and that is open for acceptance for not less than 60 days. If, at the end of such 60-day period, at least 50% of the outstanding shares, other than those owned by the offeror or related persons, have been tendered, the offeror may take up and pay for the shares but must extend the bid for a further 10 days to allow other shareholders to tender.

The Plan is similar to other shareholder rights plans recently adopted by other Canadian companies and approved by their respective shareholders. A complete copy of the Plan will be available shortly on the SEDAR website at

MDN is a mining exploration company with its head office in Montreal, Quebec (Canada). Its main exploration activities are carried out in Quebec through gold and base metal interests and in Tanzania through a majority interest in 28 adjacent mineral licenses in addition to a 30% participation interest in the Tulawaka Gold Mine.

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