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Adopts Shareholder Rights Plan

posted on Feb 06, 09 12:49PM

February 6, 2009

Arcan Resources Ltd. Adopts Shareholder Rights Plan

CALGARY, ALBERTA--(Marketwire - Feb. 6, 2009) -

THIS PRESS RELEASE IS NOT FOR DISTRIBUTION TO ANY U.S. NEWS WIRE SERVICE OR FOR DISSEMINATION IN THE UNITED STATES.

Arcan Resources Ltd. ("Arcan " or the "Company") (TSX VENTURE:ARN) announces that it has adopted a Shareholder Rights Plan (the "Plan"), similar to existing shareholder rights plans adopted by other Canadian public companies.

The objectives of the Plan are to ensure that, to the extent possible, all shareholders of the Company are treated equally and fairly in connection with any take-over bid for the Company. The Plan discourages discriminatory, coercive or unfair take-overs of the Company and gives the Company's board of directors time if, in the circumstances, the board determines it is appropriate to take such time, to pursue alternatives to maximize shareholder value in the event an unsolicited take-over bid is made for all or a portion of the outstanding common shares of the Company (the "Common Shares").

In order to implement the adoption of the Plan, the Board authorized the issuance of one right (a "Right") in respect of each Common Share outstanding at the close of business on February 6, 2009 (the "Record Time") and in respect of each Common Share issued thereafter. The Rights trade with and are represented by Common Share certificates, including certificates issued prior to the Record Time. Until such time as the Rights separate from the Common Shares and become exercisable, Rights certificates will not be distributed to shareholders.

If a person, or a group acting in concert, acquires (other than pursuant to an exemption available under the Plan) or announces its intention to acquire 20% or more of the Common Shares, Rights (other than those held by such acquiring person which will become void) will separate from the Common Shares and permit the holder thereof to purchase Common Shares at a 50% discount to their market price. A person, or a group acting in concert, who is the beneficial owner of 20% or more of the outstanding Common Shares as of the Record Time is exempt from the dilutive effects of the Plan provided such person (or persons) does not acquire more than 1% of the Common Shares in addition to those Common Shares already held by such person (or persons). At any time prior to the Rights becoming exercisable, the Board may waive the operation of the Plan with respect to certain events before they occur.

The issuance of the Rights is not dilutive until the Rights separate from the underlying Common Shares and become exercisable or until the exercise of the Rights. The issuance of the Rights will not change the manner in which shareholders currently trade their Common Shares.

"Permitted bids" under the Plan must be made to all holders of Common Shares and must be open for acceptance for a minimum of 60 days. If at the end of 60 days at least 50% of the outstanding common shares other than those owned by the offeror and certain related parties have been tendered and not withdrawn, the bidder may take-up and pay for the shares but must extend the bid for a further 10 days to allow other shareholders to tender to the bid.

The Plan is subject to the approval of the TSX Venture Exchange, and requires confirmation by the Company's shareholders on or before August 6, 2009, being six months following the Plan's effective date. The Company plans to seek confirmation of the Plan at its next annual general meeting, which is expected to take place in May 2009. If the Plan is not confirmed by the Company's shareholders, the Plan and all outstanding Rights will terminate and be void and of no further force and effect.

The Plan is not being proposed in response to, or in contemplation of, any specific take-over bid for the Company. The Board did not adopt the Plan to prevent a take-over of the Company, to secure the continuance of management or the directors in their respective offices or to deter fair offers for the Common Shares.

A copy of the Plan will be available on the SEDAR website at www.sedar.com, and can also be obtained from the Company upon written request.

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