Mantle Resources Inc. Adopts Shareholder Rights Plan
January 25, 2008
Vancouver, British Columbia, Canada – Friday, January 25, 2008 – Mantle Resources Inc. (TSX Venture Exchange: MTS; Frankfurt: A0F7E1) )(“Mantle” or the “Company”) announces that its Board of Directors has approved the adoption of a shareholder rights plan (the “Rights Plan”).
The Rights Plan is designed to ensure the fair and equal treatment of shareholders in connection with any take-over bid for outstanding common shares of Mantle. The Rights Plan seeks to provide shareholders with adequate time to properly assess a take-over bid without undue pressure. It also provides the Board with adequate time to fully assess an unsolicited take-over bid, to allow competing bids to emerge, and, if applicable, to explore other alternatives to the take-over bid to maximize shareholder value.
The Rights Plan is not intended to prevent or deter take-over bids that offer fair treatment and value to shareholders, but is designed to encourage offers that represent fair value to all shareholders.
The Rights Plan is similar to rights plans adopted by other Canadian corporations. Under the terms of the Rights Plan, one right will be issued by Mantle for each outstanding Mantle common share at the close of business today and for each Mantle common share issued in future (subject to the terms of the Rights Plan). The rights issued under the Rights Plan become exercisable only if a person acquires or announces its intention to acquire 20% or more of the common shares of the Company without complying with the "Permitted Bid" provisions of the Rights Plan or without the approval of Mantle's Board of Directors.
Permitted Bids must be made to all holders of Mantle's common shares by way of a take-over bid circular prepared in compliance with applicable securities laws and, among other things, must be open for acceptance for a minimum of 60 days. If at the end of 60 days at least 50% of the outstanding common shares other than those owned by the offeror and certain related parties have been tendered and not withdrawn, the bidder may take-up and pay for the shares but must extend the bid for a further 10 days to allow other shareholders to tender to the bid.
If a take-over bid does not meet the Permitted Bid requirements of the Rights Plan, the rights will entitle shareholders, excluding the shareholder or shareholders making the take-over bid, to purchase additional common shares of the Company at a substantial discount to the market price of the common shares at that time.
The Rights Plan became effective as of January 25, 2008 but must be ratified by shareholders within six months in order to continue to be effective. The Rights Plan is also subject to approval by the TSX Venture Exchange. A copy of the Rights Plan will be available at www.sedar.com.
Mantle is not adopting a Rights Plan in response to any proposal to acquire control of the Company.
The TSX Venture Exchange has neither approved nor disapproved the contents of this press release.
ON BEHALF OF THE BOARD OF DIRECTORS
MANTLE RESOURCES INC.
PEEYUSH VARSHNEY, LL.B
Chief executive officer