Queenston Mining Inc.

Queenston Mining Inc.

August 23, 2007 16:35 ET

Queenston Mining Inc. Announces Adoption of Shareholder Rights Plan

TORONTO, ONTARIO--(Marketwire - Aug. 23, 2007) - Queenston Mining Inc. (TSX:QMI)(FRANKFURT:QMI)(STUTTGART:QMI)(BERLIN:QMI) ("Queenston" or "the Company") today announced that the Board of Directors of the Company has adopted a Shareholder Rights Plan (the "Rights Plan") effective immediately. The Rights Plan was adopted by the independent directors of Queenston, is subject to the approval of the Toronto Stock Exchange and must be ratified by shareholders within six months, failing which it will cease to have effect. Subsequent to certification by Queenston shareholders, the Rights Plan will thereafter be in effect for an initial term of three years and is subject to reconfirmation by shareholders at the third annual meeting held after each confirmation.

"The adoption of a Rights Plan is intended to help protect our shareholders and is designed to ensure that they will receive fair and equal treatment in the event of any take-over bid" stated Queenston's Chairman, Hugh Harbinson. Queenston is not aware of any specific take-over bid for the Company in process or currently being contemplated.

The Rights Plan is designed both to encourage the fair and equal treatment of Queenston's shareholders in connection with any potential take-over bid and to ensure that Queenston's shareholders and its Board of Directors, in compliance with securities laws, have sufficient time to consider whether there are other options that would more effectively maximize shareholder value. The Rights Plan cannot be utilized to deny shareholders the opportunity to tender into any tender offer and is not designed to entrench management or Queenston's Board. The terms of the Rights Plan are similar to those in rights plans recently approved by shareholders of other Canadian corporations.

The Rights issued under the Rights Plan become exercisable when a person, together with any parties 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 of the Rights Plan or without approval of Queenston's Board of Directors. Should such an acquisition occur each Right would entitle a holder, other than the acquiring person or persons related to it, to purchase common shares of Queenston at a significant discount to the then current market price. A "Permitted Bid" is a bid made to all Queenston shareholders that is open for at least 60 days. If at the end of the 60 day period more than 50% of Queenston's then outstanding common shares, other than those common shares owned by the party making the bid and certain related persons, have been tendered to the bid, such party may take up and pay for the common shares but must extend the bid for a further 10 business days to allow other shareholders to tender.

The Rights issued under the Rights Plan will initially attach to and trade with Queenston's common shares and no separate certificates will be issued unless an event triggering these Rights occurs.

A copy of the Rights Plan will be filed on SEDAR (www.sedar.com).

About Queenston

Queenston has assembled significant land packages in proven Canadian mining camps and its strategy is to return to producer status. The first step of this procedure is in progress through the advancement of its primary gold assets in Kirkland Lake, Ontario (Upper Beaver, McBean, Anoki) and in Cadillac, Quebec (Ironwood) towards NI 43-101 resource status. Queenston also maintains a strong portfolio of both advanced and grassroots exploration projects including the joint venture with Kirkland Lake Gold Inc. in exploring the camp's newest gold discovery. The Company is well financed with working capital of $14.5 million to meet its expenditure plans.

Contact Information

  • Queenston Mining Inc.
    Charles E. Page, P.Geo
    President and C.E.O.
    (416) 364-0001 (Ext. 224)
    Queenston Mining Inc.
    H. D. Harbinson
    (416) 364-0001 (Ext. 225)
    Email: info@queenston.ca
    Website: www.queenston.ca