Petro One Energy Corp.

Petro One Energy Corp.

March 01, 2011 20:20 ET

Petro One Calls Meeting to Ratify Shareholder Protection Rights Plan

VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 1, 2011) - Petro One Energy Corp. (TSX VENTURE:POP)(FRANKFURT:C6K) -

On October 15, 2010 the Company announced that the Board of Directors had approved the adoption of a shareholder protection rights plan (the "Plan"), also known as a "poison pill".

The fundamental objectives of the Plan are to provide adequate time for the Board of Directors and shareholders to assess the merits of any unsolicited take-over bid, to provide the Board of Directors with sufficient time to explore and develop alternatives for maximizing shareholder value if a take-over bid is made, and to provide all shareholders with an equal opportunity to participate in a take-over bid.

The Plan is intended to encourage a person (an "Acquiring Person") who makes a take-over bid to proceed either with the approval of the Board of Directors or by way of a "Permitted Bid", which requires a take-over bid to satisfy certain minimum standards designed to promote fairness. Those standards include a requirement that the bid be kept open for at least 60 days and, if more than 50% of the shares subject to the bid are tendered within that period, the bid must remain open for an additional 10 days to permit the other shareholders to also tender their shares.

The Plan provides that if a take-over bid fails to meet these minimum standards and the Plan is not waived by the Board of Directors, holders of shares other than the Acquiring Person will be able to purchase additional shares at a significant discount to market, thus exposing the Acquiring Person to substantial dilution of its holdings.

The Plan became effective immediately upon its approval by the Board of Directors, but under the policies of the TSX Venture Exchange, it must be approved and confirmed by the shareholders of the Company within six months thereafter to remain in effect. If it is not so approved and confirmed, it will terminate and the rights issued under it will be void. The Company has therefore called a special general meeting of its shareholders to be held on April 13, 2011 to approve and confirm the adoption of the Plan.

Currently, the Board of Directors is not aware of any pending or threatened take-over bid for the Company. A copy of the Plan is available on SEDAR at


Peter Bryant, President & Director

Neither 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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