American Manganese Inc. (“American Manganese” or the “Company”), (TSX.V: AMY; Pink Sheets: AMYZF), announces that its Board of Directors has approved the adoption of a Shareholders’ Rights Plan Agreement (the Rights Plan). The Rights Plan has been adopted to ensure the fair treatment of all American Manganese shareholders in connection with any possible future take-over bids for the outstanding common shares of the Company. The Rights Plan will provide shareholders with adequate time to properly evaluate and assess a take-over bid without facing undue pressure or coercion. The Rights Plan is similar to the plans adopted by other Canadian companies.
The Plan has not been adopted in response to, or in contemplation of any specific proposal to acquire control of American Manganese. The Rights Plan also provides the Board with additional time to consider any take-over bid and, if applicable, to explore alternative transactions in order to maximize shareholder value. The Plan is not designed to prevent take-over bids that treat American Manganese shareholders fairly. Pursuant to the terms of the Rights Plan, any bids that meet certain criteria intended to protect the interest of all shareholders are deemed to be “Permitted Bids”. A Permitted Bid must be made by way of a take-over bid circular prepared in compliance with applicable securities laws and, in addition to certain conditions, must be made to all American Manganese shareholders for all of their shares. In the event a take-over bid does not meet the Permitted Bid requirements of the Rights Plan, the rights issued under the plan will entitle shareholders, other than any shareholder or shareholders involved in the take-over bid, to purchase additional common shares of American Manganese at a significant discount to the market price of the common shares at that time.
The Rights Plan has been conditionally approved by the TSX Venture Exchange (the “Exchange”). Final Exchange acceptance is subject to the shareholders’ ratification at the annual and special general meeting of shareholders to be held on January 5, 2011. The text of the Rights Plan will be filed on SEDAR in the coming weeks.
About American Manganese Inc:
American Manganese Inc. is a diversified specialty and critical metal Company focusing on potentially becoming the lowest cost producer of electrolytic manganese from its Arizona Manganese Project.
On behalf of Management
AMERICAN MANGANESE INC.
Larry W. Reaugh
President and Chief Executive Officer