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.
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
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.
200 - 441-5th Ave SW
Calgary, Alberta T2P 2V1
Telephone: (403) 233-8010 Facsimile (403) 233-8013