MANTLE
RESOURCES INC.
FOR IMMEDIATE RELEASE
����������������� info@mantleresources.com
MANTLE RESOURCES INC. ADOPTS
SHAREHOLDER RIGHTS PLAN
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related parties have been tendered and not withdrawn, the bidder may take-up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
