QUEBEC CITY, QUEBEC, Oct. 28, 2010 (Marketwire) -- NEMASKA EXPLORATION INC. ("Nemaska" or the "Corporation") (TSX VENTURE:NMX) announced today that its Board of Directors has adopted a shareholders rights plan (the "Rights Plan") in order to promote equitable treatment of shareholders in any public offer to purchase aimed at the Corporation. The Rights Plan takes effect immediately and will grant Nemaska's Board of Directors and shareholders more time to evaluate fully any unsolicited public offer to purchase aimed at the Corporation. The Rights Plan will also provide more time to the Board of Directors to analyze other solutions or propositions in order to maximize the value of the shareholders' investment if required. The shareholders will be asked to ratify the adoption of the Rights Plan at the next annual and special meeting of shareholders, which is called on November 22, 2010 (the "Meeting"). The Rights Plan has not been adopted in response to a specific proposal aimed at acquisition of control of the Corporation, and the Corporation has not been informed of any intention in this sense.
The rights issued under the terms of the Rights Plan will be initially attached and traded with the common shares and no separate certificates will be issued unless an event triggering these rights occurred. These rights cannot be exercised except when a person, including any person related to that person, acquires or attempts to acquire at least 20% of the outstanding shares without conforming to the terms of the Rights Plan relating to "permitted bid" or without obtaining the approval of Nemaska's Board of Directors.
If an acquisition of this type is announced or takes place, each right, at the time it is exercised, allows its holder, other than the acquiring person and persons related to the acquiring person, to purchase shares at a discount of 50% compared to the market price then in effect.
Under the terms of the Rights Plan, a permitted bid is an offer that is made to all holders of shares and that can be accepted within at least 60 days. If, at the end of the 60-day period, at least 50% of the outstanding shares, other than those belonging to the initiator and to certain persons who are related to the initiator, have been deposited, the initiator may take delivery of shares and pay the price for the common shares, but he must extend the offer by 10 additional days to allow other shareholders to tender their shares in response to the offer.
The Rights Plan has a duration of nine years and its adoption is subject to the approval of the TSX Venture Exchange Inc. and to its ratification by the shareholders at the Meeting. The Rights Plan must also be re-ratified by the Corporation's shareholders every three years.
The Rights Plan is similar to other shareholders rights plans adopted recently by several other Canadian companies. A declaration of significant change and the complete text of the Rights Plan are currently being filed on SEDAR.
Nemaska Exploration Inc. is a mineral exploration company involved in the James Bay region of Quebec. Its main assets are the Whabouchi (lithium and beryllium deposit) (about 1,716 hectares), Lac Levac (Nisk-1 deposit and extensions) (about 9,200 hectares), Lac Arques (Bourier lake sector and Rupert Complex) (about 39,470 hectares), and Lac des Montagnes (Lac Valiquette and Duval showings) (about 12,740 hectares) properties, all 100 % owned. These properties are contiguous and cover about 85 km of the Lac des Montagnes green belt polymetallic formation. They are easily accessible year round by either the Route du Nord from Chibougamau (280 km) or the Route de la Baie James from Matagami (380 km) and are located near the Cree community of Nemaska and the Nemiscau airport.
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.
The statements herein that are not historical facts are forward-looking statements. These statements address future events and conditions and so involve inherent risks and uncertainties. Actual results could differ from those currently projected. The Corporation does not assume the obligation to update any forward-looking statement.
Nemaska Exploration Inc.