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May 03, 2007
Mindoro Adopts Shareholder Rights Plan
EDMONTON, Alberta: May 3, 2007- Mindoro Resources Ltd. (TSXV: MIO; Frankfurt: WKN 906167) today announced that the Board of Directors of Mindoro Resources Ltd. (the "Company") adopted a Shareholder Rights Plan to ensure fair and equal treatment of all shareholders in the event of an unsolicited take-over bid for the common shares of the Company and also to allow both the shareholders and the Board of Directors adequate time to assess any such bid. The Company is not aware of any take-over bid for the Company that has been made or is contemplated.
To implement the Plan, the Board of Directors of the Company authorized the issue of one Right in respect of each common share of the Company outstanding to holders of record on May 2, 2007, as well as one Right in respect of each common share issued after the record date. Initially, the Rights will attach to and trade with the common shares and be represented by certificates representing common shares.
The Plan is similar to shareholder rights plans adopted by a number of other Canadian companies. The Plan is not intended to block take-over bids. The Plan includes "Permitted Bid" provisions which do not invoke the dilutive effects of the Plan if a take-over bid is made by way of a take-over bid circular to all shareholders that remains open for a minimum of 60 days and is accepted by not less than 50 percent of the common shares held by independent shareholders. The Plan will be invoked by an acquisition, other than pursuant to a Permitted Bid, of 20% or more of the outstanding common shares of the Company or the commencement of a take-over bid that is not a Permitted Bid, in which case the Rights separate from the common shares and will entitle holders (other than the acquiring person or group persons) to acquire shares of the Company at a 50% discount to the prevailing market price of the shares.
Although the Rights Plan is effective immediately, the Company intends to submit the Plan to the shareholders of the Company for confirmation at the Company's next annual general meeting of shareholders expected to be held in on June 21, 2007. If confirmed by the shareholders at this meeting, the Plan will be effective until the annual general meeting of shareholders to be held in 2010 and, if reconfirmed by shareholders at that meeting, will continue in effect until the annual general meeting of shareholders to be held in 2013.
Mindoro is a Tier 1 Issuer trading on the TSX Venture Exchange (MIO) and the Frankfurt Stock Exchange (WKN 906167). In addition to the Agata nickel laterite project, Mindoro is carrying out a major resource delineation program on its Kay Tanda gold-silver project. The company has also identified 22 porphyry copper-gold prospects in the Philippines and has an aggressive strategy of drilling multiple targets in 2007.
FOR FURTHER INFORMATION, CONTACT:
Executive Vice President
Ascenta Capital Partners Inc.
Toll Free: 1.866.684.4209 ext. 228
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
This release may contain forward-looking statements including management's assessments of future plans and operations, and expectations of future production. These statements are based on current expectations that involve a number of risks and uncertainties, which could cause actual results to differ materially from those anticipated. These risks include, but are not limited to, the risks associated with the mining and exploration industry (e.g. operational risks in development, exploration and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserve estimates; the uncertainty of estimates and projections relating to production). The assumptions used in the preparation of such statements, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.
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