UEX Corp Adopts Shareholder Rights Plan by 24hgold

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News - Wednesday, December 07, 2011
UEX Adopts Shareholder Rights Plan

UEX Corporation ("UEX") announces that the Board of Directors has adopted a shareholder rights plan (the "Rights Plan"). The Rights Plan, which took effect December 6, 2011, has been adopted in order to ensure the fair treatment of all UEX shareholders in connection with any take-over bid for the outstanding shares of UEX. The Rights Plan will provide shareholders with adequate time to properly evaluate and assess a take-over bid or corporate transaction if, as and when such circumstances arise without facing undue pressure or coercions. The Rights Plan also provides the Board with additional time to consider any take-over bid and, if applicable, to explore alternative transactions in order to maximize shareholder value.

The Rights Plan is not being adopted in response to any proposal to acquire control of UEX and UEX is not aware of any transactions by any party that would trigger the provisions of the Rights Plan at this time.

Under the Rights Plan, UEX has issued one right (a "Right") for no consideration in respect of each outstanding common share of the Corporation to all holders of record at 12:01 a.m. on December 7, 2011 and will issue one Right in respect of all common shares issued by UEX during the term of the Rights Plan. The Rights will initially be represented by the certificates representing the common shares of the Corporation.

The Rights Plan is similar to the type of rights plans adopted by other Canadian corporations. Subject to the terms of the Rights Plan and to certain exceptions provided therein, the Rights will become exercisable in the event any person, together with joint actors, acquires or announces its intention to acquire 20% or more of UEX's outstanding shares without complying with the "Permitted Bid" provisions of the Rights Plan or without approval of the Board. If a take-over is completed without complying with the requirements of the Rights Plan or the approval of the Board, then Rights holders (other than the acquiring person and its joint actors) will be entitled to purchase additional common shares of UEX at one-half the prevailing market price at that time. A shareholder who holds greater than 20% of the issued and outstanding common shares of UEX, at the time the Rights Plan becomes effective, is deemed to be a "Grandfathered Person" under the Rights Plan, provided that they do not acquire beneficial ownership or control of more than an additional 1% of the outstanding common shares following the date the Rights Plan becomes effective.

The Rights Plan is not intended to prevent take-over bids. Under the Rights Plan, a bid that, among other things, is made to all shareholders on identical terms and conditions and that is open for at least 60 days may constitute a "Permitted Bid".

Computershare Investor Services Inc. will act as rights agent. To remain in place, the Rights Plan must be ratified by the shareholders of UEX within 6 months. UEX expects to seek such shareholder ratification at its upcoming annual meeting in the spring of 2012. If ratified by the shareholders, the Rights Plan will have a term of three years. The Rights Plan has been approved by the Toronto Stock Exchange.

A copy of the Rights Plan will be available on SEDAR.

FOR FURTHER INFORMATION PLEASE CONTACT

Graham C. Thody
President & CEO
(604) 669-2349

This press release presents "forward-looking statements" within the meaning of Canadian securities legislation that involve inherent risks and uncertainties. Forward-looking statements include, but are not limited to, statements with respect to the purpose of the adoption of the Rights Plan by UEX and the anticipated ratification of the Rights Plan by shareholders of UEX. Generally, these forward-looking statements can be identified by the use of forward looking terminology such as "plans", "expects", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of UEX to be materially different from those expressed or implied by such forward looking statements, including but not limited to: risks related to the Rights Plan successfully providing the Board and the shareholders of UEX with sufficient time to assess any unsolicited bid that may be received, and to provide the Board with sufficient time to explore and develop alternatives that will ultimately maximize shareholder value and protect shareholders. Although the management of UEX believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions and have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. UEX does not undertake to update any forward-looking statements that are incorporated by reference herein, except in accordance with applicable securities laws.

Associated File: http://www.uex-corporation.com/i/pdf/nr/UEX-2011Dec07NR.pdf: 29 KB in size, approx. 6 seconds to download at 56.6Kbps

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