Trading Symbol : GXM
Frankfurt : G2W
VANCOUVER, Feb. 5 /CNW Telbec/ - Geodex Minerals Ltd. (TSX-V: GXM)
("Geodex") announces that its board of directors has approved and adopted a
shareholders' rights plan (the "Rights Plan").
The Rights Plan is designed to ensure that all shareholders are treated
fairly and equitably in the event of a takeover bid. A primary advantage of
the Rights Plan is that it will afford shareholders sufficient time to assess
potential takeover bids. It also provides Geodex's Board with adequate time to
assess unsolicited takeovers, and to allow competing bids to emerge to
maximize shareholder value.
The Rights Plan will not prevent or deter takeover bids that offer fair
treatment and value to all shareholders. Under the Rights Plan, one right will
be issued by Geodex for each outstanding Geodex common share at the close of
business on January 30, 2008 and for each Geodex common share issued in the
future. 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 Geodex without complying with the permitted bid provisions of
the Rights Plan or without the approval of Geodex's board of directors.
Permitted bids must be made to all holders of Geodex's common shares by way of
a takeover bid circular and 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have been tendered and not withdrawn, the bidder may take up and pay for the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 takeover bid does not meet the bid requirements of the Rights Plan,
the rights will entitle shareholders, other than the offeror and certain
related parties, to purchase additional common shares of Geodex at a 50%
discount to the market price of the shares at the time of the takeover bid.
Geodex's Rights Plan became effective as of January 30, 2008. The Rights
Plan is subject to TSX-V approval and ratification of Geodex's shareholders. A
copy of Geodex's Rights Plan will be posted on SEDAR. Geodex is not adopting
the Rights Plan in response to any proposal to acquire control of Geodex.
Forward Looking Statement
Certain information regarding the Company contained in this press release
may constitute forward-looking statements within the meaning of applicable
securities laws. Forward-looking statements may include estimates, plans,
opinions, forecasts, projections or other statements that are not statements
of fact. Although the Company believes that expectations reflected in such
forward-looking statements are reasonable, it can give no assurance that such
expectations will prove to have been correct. The Company cautions that actual
performance will be affected by a number of factors, many of which are beyond
the Company's control, and that future events and results may vary
substantially from what the Company currently foresees.
On Behalf of the Board of Directors
GEODEX MINERALS LTD.
'Jack M. Maris'
Jack M. Maris,
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the accuracy or adequacy of this release.
For further information:
For further information: Christopher R. Anderson, V.P Business
Development, (604) 689-7771, Toll free 1-888-999-3500,
firstname.lastname@example.org, www.geodexminerals.com; Renmark Financial
Communications Inc.: Neil Murray-Lyon, email@example.com;
Christine Stewart, firstname.lastname@example.org; Media: Vanessa Napoli,
email@example.com; (514) 939-3989, Fax: (514) 939-3717,