Scandinavian Minerals Limited

Scandinavian Minerals Limited

January 31, 2008 09:00 ET

Scandinavian Minerals Limited: Adoption of Shareholder Rights Plan

TORONTO, ONTARIO--(Marketwire - Jan. 31, 2008) - Scandinavian Minerals Limited (TSX:SGL)(FRANKFURT:W3M) reports that the Board of Directors has adopted a shareholder rights plan ("Rights Plan") effective January 30, 2008. The Rights Plan is designed to provide adequate time for shareholders of Scandinavian and the Board of Directors to consider and evaluate any unsolicited take-over bid for the Company; to provide the Board adequate time to identify, develop and negotiate alternatives for maximizing shareholder value; to provide shareholders with an equal opportunity to participate in any take-over bid; to encourage the fair treatment of shareholders in the event of any bids for Scandinavian and to ensure that any proposed transaction is in the best interest of Scandinavian's shareholders. Scandinavian is not aware of any pending or threatened take-over bid for the Company.

The Rights Plan is effective immediately subject to ratification by Scandinavian shareholders, which will be sought at the Annual and Special Meeting of Shareholders which has been called for February 28, 2008.

The Rights Plan, which has a term of three years, is similar to those adopted by other Canadian listed companies and is consistent with current Canadian corporate practice and institutional investor guidelines. The Rights issued under the Rights Plan will become exercisable only if a person, together with its affiliates, associates and joint actors acquires or announces the intention to acquire beneficial ownership of Scandinavian shares which when aggregated with its current holdings total 20% or more of Scandinavian's outstanding common shares (determined in the manner set out in the Rights Plan), other than a Permitted Bid (as defined in Plan).

A Permitted Bid must be made by way of a take-over bid circular prepared in compliance with applicable securities laws, and, among other conditions, must remain open for 60 days and may be taken up only if more than 50% of the shares held by shareholders other than the bidder have been tendered to the bid. In the event that the take-over bid does not meet the Permitted Bid requirements of the Rights Plan, the Rights will entitle shareholders, other than shareholder making the take-over bid, to purchase additional common shares of Scandinavian at a substantial discount to the market price of the common shares at that time.

About Scandinavian Minerals

Scandinavian Minerals Limited is a Canadian public company listed on the Toronto Stock Exchange under the symbol "SGL" and on the Frankfurt Freiverkehr market under the symbol W3M. The Company's current focus is the development of its 100%-owned Kevitsa nickel-copper-PGE project in northern Finland.

Forward-Looking Statements

Some of the statements contained herein may be forward-looking statements which involve known and unknown risks and uncertainties. Without limitation, statements regarding potential mineralization and resources, exploration results, and future plans and objectives of the Company are forward looking statements that involve various degrees of risk. The following are important factors that could cause the Company's actual results to differ materially from those expressed or implied by such forward looking statements: changes in the world wide price of mineral commodities, general market conditions, risks inherent in mineral exploration, risks associated with development, construction and mining operations, the uncertainty of future profitability and the uncertainty of access to additional capital.

Contact Information

  • Scandinavian Minerals Limited
    John Kearney
    (416) 203-6128
    (416) 368-5344 (FAX)
    Scandinavian Minerals Limited
    Peter Walker
    President & CEO
    (+44) 7717-223909
    Scandinavian Minerals Limited
    Chris de Saint-Rome
    Corporate Development Advisor
    (514) 802-3377
    Studer Consulting AG
    Marlies Studer
    (+41) 44 215 2803