SHAREHOLDER RIGHTS PLAN AGREEMENT
November 22, 2012 GREENWOOD, BRITISH COLUMBIA – New Nadina Explorations Limited (the “Corporation”, TSX Venture: NNA) announces that it has adopted a shareholder rights plan agreement (the “Plan”). The Plan will be presented for ratification by the shareholders of the Corporation at their next Annual Meeting which will be held on January 28, 2013.
Under the Plan, the Corporation has issued one right for no consideration in respect of each outstanding common share of the Corporation to all holders of record on November 22, 2012. All common shares issued by the Corporation during the term of the Plan will have one right represented by the certificates representing the common shares of the Corporation. The term of the Plan is three years, subject to re‑approval by the shareholders of the Corporation at their 2016 Annual Meeting.
The Plan is intended to provide the Board of Directors with adequate time to consider value-enhancing alternatives to a take-over bid and allow competing bids to emerge, and to provide the shareholders of the Corporation adequate time to properly assess a take-over bid without undue pressure. The Plan is also intended to ensure that the shareholders of the Corporation are provided equal treatment under a take-over bid. The Corporation is not currently aware of any pending or threatened take-over bid for the Corporation.
The Rights issued under the Plan become exercisable only if a person acquires 20% or more of the common shares of the Corporation without complying with the “permitted bid” provisions in the Plan, other prescribed exemptions, or without the approval of the Board of Directors of the Corporation. Should such an acquisition occur, rights holders (other than the acquiring person or related persons) can purchase common shares of the corporation at half the prevailing market price (as defined in the Plan) at the time the Rights become exercisable. Each Right, upon exercise, would permit the purchase of shares of the Corporation at a substantial discount to the market price.
A “Permitted bid” under the Plan must be made to all shareholders for all shares of the Corporation, and must be open for acceptance for a minimum of 60 days. If more than 50% of the outstanding shares held by independent shareholders have been tendered and not withdrawn after 60 days, the bidder may take up the shares, but must make a public announcement of that take-up and extend the bid for a further 10 days to allow other shareholders to tender to the bid.
The Plan provides for Permitted Lock-Up Agreements which allow a locked-up person to withdraw shares from a locked-up bid in order to support another bid or transaction that provides for a greater consideration than the lock-up bid, regardless of the number of shares involved.
The TSX Venture Exchange has conditionally accepted the Plan, subject to ratification by the shareholders of the Corporation within 6 months of its adoption.
ON BEHALF OF THE BOARD
President and Chief Executive Officer
For further information please visit the website at www.nadina.com
“Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.”