Philippine Metals Inc.

Philippine Metals Inc.

September 10, 2010 12:50 ET

Philippine Metals Inc. Adopts Shareholders' Rights Plan

CALGARY, ALBERTA--(Marketwire - Sept. 10, 2010) -


Philippine Metals Inc. (the "Corporation" or "Philippine Metals") (TSX VENTURE:PHI) (FRANKFURT:PM7) announces that its board of directors has adopted a shareholder rights plan similar to those recently adopted by other Canadian public companies. Shareholder approval of the plan will be sought at the upcoming shareholders' meeting to be held on October 13, 2010.

The plan is intended to provide the board and the shareholders sufficient time to assess and evaluate any offer for shares of Philippine Metals, which might at any time in the future be made, and, where appropriate, to enable the board to explore and develop alternatives to maximize value to shareholders.

In implementing the plan, the board declared the distribution of one right for each Philippine Metals common share outstanding at the close of business on September 9, 2010. Also, one right will be issued with respect to each common share of Philippine Metals issued after September 9, 2010. The rights trade with and are represented by Philippine Metals' common share certificates. Rights certificates will not be distributed to shareholders and the rights do not become exercisable or separable unless one or more specified events occur.

If a person, or group acting in concert, acquires 20% or more of the common shares of Philippine Metals, the rights will entitle the holders thereof (other than the acquiring person or group) to purchase shares of Philippine Metals at a 50% discount from the market price at the time. With respect to any person or group acting in concert which held 20% or more of the common shares as at September 9, 2010, any acquisition of an additional 1% or more of the common shares of Philippine Metals will also trigger the rights.

The rights are not triggered by a permitted bid, which must be a bid made to all shareholders, must be made in compliance with all applicable securities laws and must meet certain other conditions, including an acceptance period of 60 days. In the event such bid is accepted by shareholders holding at least 50% of the common shares, other than those held on behalf of the bidder, it must thereafter remain open for a further 10-day period.

At any time prior to the rights becoming exercisable, the board may waive the operation of the plan with respect to certain particular events before they occur.

The plan is subject to TSX Venture Exchange approval and requires confirmation by Philippine Metals' shareholders within the next six months. If shareholders do not confirm the plan within such time frame, then the plan ceases to be in effect. Philippine Metals is not aware of any pending or threatened takeover bid. A copy of the rights plan agreement will be attached as Schedule A to the material change report that Philippine Metals will file on SEDAR in respect of the adoption of the rights plan.

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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