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Message: Announces Adoption of Shareholder Rights Plan
| January 16, 2009 |
| AuEx Ventures Announces Adoption of Shareholder Rights Plan |
| VANCOUVER, BRITISH COLUMBIA--(Marketwire - Jan. 16, 2009) - THIS PRESS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWS AGENCIES AuEx Ventures, Inc. (the "Company") (TSX:XAU) today announced the adoption by its Board of Directors of a Shareholder Rights Plan to protect the Company's shareholders from unfair, abusive or coercive take-over strategies, including the acquisition of control of the Company through a take-over bid that does not treat all shareholders equally or fairly. The primary objective of the Rights Plan is to provide the Board of Directors with sufficient time to explore and develop alternatives for maximizing shareholder value if a take-over bid is made for the Company and to ensure that every shareholder has an equal opportunity to participate in such a bid. The Rights Plan is similar to plans adopted by other Canadian companies and ratified by their shareholders. The Company is not aware of any pending or threatened take-over bid for the Company. The Rights Plan is intended to encourage a person (an "Acquiring Person") who makes a take-over bid to proceed either with the approval of the Company's Board of Directors or by way of a "Permitted Bid", which generally requires a take-over bid to satisfy certain minimum standards designed to promote fairness. Those standards include a requirement that the bid be kept open for at least 60 days and that, if more than 50% of the shares subject to the bid are tendered within that period, the bid must remain open for an additional 10 days to permit the other shareholders to also tender their shares. The 10 day provision is designed to reduce the pressure to tender during the initial 60-day period. The Rights Plan provides that if a take-over bid fails to meet these minimum standards and the Rights Plan is not waived by the Board of Directors, holders of Voting Shares other than the Acquiring Person will be able to purchase additional common shares of the Company at a significant discount to market, thus exposing the Acquiring Person to substantial dilution of its holdings. The Rights Plan has been approved by the TSX, but if it is not ratified by shareholders by July 15, 2009, it and all of the Rights outstanding at the time will terminate. A copy of the Rights Plan is available for viewing through the Internet at the Canadian System for Document Analysis and Retrieval (SEDAR) at www.sedar.com. AuEx Ventures, Inc. is a precious metals exploration company that has a current portfolio of twenty exploration projects in Nevada, five projects in Argentina and one project in Spain. The Company controls about 80,000 acres of unpatented claims and fee land in prospective areas of Nevada. Eleven of the projects are in exploration earn-in or formal joint venture agreements with five companies who provide exploration funding. The Company applies the extensive exploration experience and high-end technical skills of its founders to search for and acquire new precious metal exploration projects that are then offered for joint venture. AuEx Ventures, Inc. Ronald L. Parratt, President & CEO |
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