Vancouver, B.C. and Lima, Peru, May 13, 2008. Panoro Minerals Ltd. (TSX Venture Exchange -- PML): The Company announces that its Board of Directors has approved and adopted a Shareholders Rights Plan (the "Plan"). The Plan entitles shareholders to severable rights to purchase additional shares of the Company upon the occurrence of a take-over bid (i.e. an offer to purchase 20% or more of the issued shares, when aggregated with the offeror's shareholdings), which fails to meet certain conditions. Bids which meet these conditions ("Permitted Bids") do not trigger the rights to purchase additional shares. Permitted Bids are offers which meet all of the following conditions:
- The offer is made to all shareholders and includes shares issuable upon exercise of share purchase warrants, stock options and other convertible securities;
- The offer must contain an irrevocable and unqualified provision that no shares will be taken up or paid for prior to the close of business on a date less than 60 days following the date of the Bid, and only if at such date more than 50% of the shares held by independent shareholders have been deposited or tendered and not withdrawn;
- The offer must contain an irrevocable and unqualified provision that any shares deposited may be withdrawn at any time until being taken up and paid for; and
- The offer must contain an irrevocable and unqualified provision that if the deposit conditions set out in item 2 above are met, then the offer or will make a public announcement of that fact, and the bid will remain open for deposits or tenders of additional shares for not less than 10 business days from the date of the public announcement.
The Plan is designed to ensure that all shareholders are treated fairly and equitably in the event of a take-over bid.
The Plan is subject to the acceptance of regulatory authorities, ratification by the shareholders of the Company, and the acceptance of the rights agent.
On behalf of the Board of
Panoro Minerals Ltd.
Luquman A. Shaheen, M.B.A., P.Eng., P.E.
President and Director
Panoro Minerals Ltd. is a Canadian mineral exploration company trading on the TSX Venture Exchange (PML) and on the Frankfurt Stock Exchange (PZM, WKN 914959) and on the Junior Board of the Lima Exchange. Panoro's strategic focus is on exploring for large-potential gold and copper/gold deposits in countries with the corresponding geological potential and where the right political and economic conditions are present. For investor inquiries please call 604-684 4246, or send an e-mail to email@example.com or visit the company's website at www.panoro.com.
This release was prepared by management of the Company who takes full responsibility for its contents. The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release