Zazu Metals Corporation
TSX : ZAZ

Zazu Metals Corporation

May 13, 2013 16:48 ET

Zazu Initiates Shareholder Rights Plan

VANCOUVER, BRITISH COLUMBIA--(Marketwired - May 13, 2013) - Zazu Metals Corporation (TSX:ZAZ) "Zazu") is pleased to announce that its board of directors (the "Board") approved the adoption of a shareholder right plan (the "Plan").

The purpose of the Plan, dated May 13, 2013, is to provide both shareholders and the Board sufficient time to adequately consider a take-over bid and to allow for competing and alternative proposals to emerge during the period between the announcement of the proposed take-over bid and the end of the period of review allowed within the Plan. The Plan is similar to those adopted by other Canadian public companies. The Board and management are not currently aware of any party contemplating or preparing a proposal to acquire control of Zazu.

At the close of business on May 13, 2013 existing shareholders of Zazu were granted "Rights" to acquire additional common shares. The Rights were granted for no cash or non-cash consideration. These Rights are attached to each share as long as the Plan remains in effect. Each new shareholder who acquires the Company's common shares, either pursuant to a new issue by Zazu or in the secondary market, will also be entitled to the Rights attached to such common shares for no additional consideration.

The purpose of these Rights is to allow shareholders, other than the take-over bidder, to purchase, at a set exercise price, one common share of Zazu for each common share held. This Right is triggered only if a party acquires or announces its intention to acquire 20% or more of the outstanding shares of Zazu and this proposed acquisition does not meet the requirements of a "Permitted Bid" set forth within the Plan. Under the Plan, only bids that meet certain specific requirements intended to protect the interests of all shareholders will qualify as Permitted Bids. Permitted Bids must be made to all shareholders of Zazu, must remain open for 60 days and must be made by way of a take-over bid circular prepared in compliance with applicable securities laws.

The Board's approval of the Plan is subject to the Toronto Stock Exchange's acceptance and the ratification by the shareholders of Zazu at a meeting of shareholders within six months of the date upon which the Plan was approved. Unless otherwise terminated in accordance with its terms, the Plan will terminate at the close of the Company's third annual meeting of shareholders, following the date upon which the Plan was adopted, unless the Plan is reconfirmed and extended at such meeting.

For those shareholders who wish to view the document in its entirety, the Plan will become available on SEDAR when it is mailed to shareholders in advance of Zazu's next meeting of shareholders, at which the Plan will be put to shareholders for approval and ratification.

Forward-looking statements:

This news release contains forward-looking statements. These statements are based on information currently available to the Company and the Company provides no assurance that actual results will meet management's expectations. Forward-looking statements include estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", or "plan". Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results relating to, among other things, results of exploration, project development, reclamation and capital costs of the Company's mineral properties, and the Company's financial condition and prospects, could differ materially from those currently anticipated in such statements for many reasons such as: changes in general economic conditions and conditions in the financial markets; changes in demand and prices for minerals; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; technological and operational difficulties encountered in connection with the activities of the Company; and other matters discussed in this news release. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on the Company's forward-looking statements. The Company does not undertake to update any forward-looking statement that may be made from time to time by the Company or on its behalf, except in accordance with applicable securities laws.

The TSX does not accept responsibility for the adequacy or accuracy of this press release. No stock exchange, securities commission or other regulatory has approved or disapproved the information herein.

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