Madalena announces grant of options and approval of shareholder rights plan
June 16 2012 - 3:56AM
PR Newswire (Canada)
TSXV Trading Symbol: MVN CALGARY, June 18, 2012 /CNW/ - The Board
of Directors of Madalena Ventures Inc. ("Madalena" or the
"Corporation") announces as part of its compensation process, the
grant of stock options ("Options") to certain officers, employees
and consultants of the Corporation. Of the 3,470,000 Options
granted, a total of 850,000 Options were granted to the executive
officers of the Corporation and 1,990,000 were granted to directors
of the Corporation. Each Option has an exercise price of
$0.42 per share and is exercisable for a period of five years from
the date of grant. The Corporation also announces that the rolling
stock option plan and shareholder rights plan ("Rights Plan") was
approved by the shareholders at the Annual and Special Meeting of
shareholders held on June 14, 2012. The Corporation's stock option
plan currently reserves up to 31,430,719 Common Shares for issuance
pursuant to Stock Options, which is equal to 10% of the number of
issued and outstanding Common Shares. Options to purchase
16,323,699 Common Shares are now outstanding, which is equal to
approximately 5.2% of the number of issued and outstanding Common
Shares. The Rights Plan is designed to provide shareholders and the
Board with adequate time to consider and evaluate any unsolicited
bid made for the Corporation, to provide the Board with adequate
time to identify, develop and negotiate value-enhancing
alternatives, if considered appropriate, to any such unsolicited
bid, to encourage the fair treatment of shareholders in connection
with any take-over bid for the Corporation, and to ensure that any
proposed transaction is in the best interests of the shareholders
of the Corporation. The Rights Plan was not proposed in response
to, or in anticipation of, any pending, threatened or proposed
acquisition or take-over bid. The Board did not adopt the
Rights Plan to prevent a take-over of the Corporation, to secure
the continuance of management, the directors of the Board in their
respective offices or to defer offers for the shares of the
Corporation. The issuance of the rights does not change the
manner in which shareholders trade their shares. The Rights Plan is
similar to other rights plans adopted by many Canadian
corporations. The Rights Plan is not triggered if an offer to
acquire Corporation shares is made as a "permitted bit" and thereby
allows sufficient time for the Board and shareholders to consider
and react to the offer. The plan is available for viewing at
www.SEDAR.com. About Madalena Madalena is an independent,
Canadian-based, international upstream oil and gas company whose
main business activities include exploration, development and
production of crude oil, natural gas liquids and natural gas. The
Company currently has production and exploration operations in
Argentina and is focused on international oil and gas opportunities
in South America. Madalena is publicly traded on the TSXV under the
symbol "MVN". MADALENA VENTURES INC. On behalf of the Board "Dwayne
Warkentin" Dwayne Warkentin, President and Chief Executive Officer
Forward Looking Statements The information in this news release
contains certain forward-looking statements. These statements
relate to future events or our future performance. All statements
other than statements of historical fact may be forward-looking
statements. Forward-looking statements are often, but not always,
identified by the use of words such as "seek", "anticipate",
"plan", "continue", "estimate", "approximate", "expect", "may",
"will", "project", "predict", "potential", "targeting", "intend",
"could", "might", "should", "believe", "would" and similar
expressions. These statements involve substantial known and unknown
risks and uncertainties, certain of which are beyond the
Corporation's control, including: the impact of general economic
conditions; industry conditions; changes in laws and regulations
including the adoption of new environmental laws and regulations
and changes in how they are interpreted and enforced; fluctuations
in commodity prices and foreign exchange and interest rates; stock
market volatility and market valuations; volatility in market
prices for oil and natural gas; liabilities inherent in oil and
natural gas operations; uncertainties associated with estimating
oil and natural gas reserves; competition for, among other things,
capital, acquisitions, of reserves, undeveloped lands and skilled
personnel; incorrect assessments of the value of acquisitions;
changes in income tax laws or changes in tax laws and incentive
programs relating to the oil and gas industry ; geological,
technical, drilling and processing problems and other difficulties
in producing petroleum reserves; and obtaining required approvals
of regulatory authorities. The Corporation's actual results,
performance or achievement could differ materially from those
expressed in, or implied by, such forward-looking statements and,
accordingly, no assurances can be given that any of the events
anticipated by the forward-looking statements will transpire or
occur or, if any of them do, what benefits that the Corporation
will derive from them. These statements are subject to certain
risks and uncertainties and may be based on assumptions that could
cause actual results to differ materially from those anticipated or
implied in the forward-looking statements. The Corporation's
forward-looking statements are expressly qualified in their
entirety by this cautionary statement. Except as required by law,
the Corporation undertakes no obligation to publicly update or
revise any forward-looking statements. Investors are encouraged to
review and consider the additional risk factors set forth in the
Corporation's Annual Information Form which is available on SEDAR
at www.sedar.com. Neither the TSX Venture Exchange nor its
Regulation Service Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release. This news release does
not constitute an offer to sell or the solicitation of any offer to
buy the securities in any jurisdiction. The Common Shares will not
be and have not been registered under the United States Securities
Act of 1933 and may not be offered or sold in the United States, or
to a U.S. person, absent registration, or an applicable exemption
therefrom." Madalena Ventures Inc. CONTACT: MADALENA VENTURES
INC.200 - 441-5th Ave SWCalgary, Alberta T2P 2V1Telephone: (403)
233-8010 Facsimile (403) 233-8013
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