Issued Capital: 55,550,107
LONDON, ON, May 13 /CNW/ - Fortune Minerals Limited (TSX-FT) ("Fortune"
or the "Company") announces that it is proposing certain amendments to the
shareholder rights plan (the "2009 Plan"), to be placed before its
shareholders for approval at the annual and special meeting of shareholders
(the "Meeting") to be held on May 20, 2009. As described in the management
information circular mailed to shareholders in connection with the Meeting,
the 2009 Plan is being proposed to replace a similar plan adopted by the
directors of Fortune in November 2008, which lapsed on May 3, 2009.
The objectives of the 2009 Plan are to ensure, to the extent possible,
that all shareholders of the Company are treated equally and fairly in
connection with any take-over bid for the Company. The 2009 Plan would
discourage discriminatory, coercive or unfair take-overs of the Company and
would give the Company's board of directors time if, in the circumstances, the
board determines it is appropriate to take such time, to pursue alternatives
to maximize shareholder value in the event an unsolicited take-over bid is
made for all or a portion of the outstanding common shares of the Company.
Fortune is proposing the amendments in response to comments received from
RiskMetrics Group ("RiskMetrics"), a leading independent proxy voting advisory
and corporate governance services firm, and in order to ensure that the 2009
Plan conforms to RiskMetrics' current guidelines for shareholder rights plans.
Fortune understands that in light of the proposed amendments RiskMetrics will
be recommending to its clients who hold shares of Fortune that they vote in
favour of the 2009 Plan.
The only material change to the 2009 Plan resulting from the comments
received from RiskMetrics is that the definition of the term "Exempt
Acquisition" (i.e. acquisitions of voting shares or convertible securities
that are deemed not to trigger the ability of shareholders to exercise rights
under the 2009 Plan) has been amended such that it includes, among other
things, acquisitions of voting shares and/or convertible securities: (a) under
a prospectus of the Company provided that the acquiring person does not
thereby become the beneficial owner of a greater percentage of voting shares
than the percentage of voting shares beneficially owned by such person
immediately prior to the prospectus distribution and (b) by way of a private
placement, provided that, among other things, the acquiring person does not
thereby become the beneficial owner of voting shares equal in number to 20% or
more of the voting shares outstanding immediately after the private placement.
References to rights offerings have also been deleted from the definition of
Exempt Acquisition as they are dealt with elsewhere under the 2009 Plan.
About Fortune Minerals
Fortune Minerals is a diversified natural resource company with several
mineral deposits and a number of exploration projects, all located in Canada.
They include the Mount Klappan anthracite coal deposits in British Columbia,
and the NICO cobalt-gold-bismuth deposit, the Sue-Dianne copper-silver deposit
and other base and precious metals exploration projects in the Northwest
Territories. Fortune Minerals is focused on outstanding performance and growth
of shareholder value through assembly and development of high quality mineral
For further information:
For further information: Fortune Minerals Limited, Robin Goad, President
or Lindsay Simmons, IR Coordinator, Tel.: (519) 858-8188, Fax: (519) 858-8155,
email@example.com, www.fortuneminerals.com; Renmark Financial
Communications, Dan Symons, Account Manager or Barbara Komorowski, Account
Manager, Tel. (514) 939-3989, Fax. (514) 939-3717,