oil & gas exploration

St. Lawrence Lowlands & the Gaspe Peninsula in Quebec

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Message: Today... Gastem adopts shareholder rights plan...

Today... Gastem adopts shareholder rights plan...

posted on May 22, 2008 10:46AM

Gastem Adopts Shareholder Rights Plan and Increases Stock Option Plan



14:12 EDT Thursday, May 22, 2008

MONTREAL, QUEBEC--(Marketwire - May 22, 2008) - Gastem Inc. (TSX VENUTRE:GMR), ("Gastem" or the "Company") today announced that its Board of Directors has approved the adoption of a shareholder rights plan (the "Rights Plan") designed to encourage the fair and equal treatment of shareholders in connection with any take-over bid for the outstanding securities of the Company. The Rights Plan is intended to provide the Board of Directors with adequate time to assess a take-over bid, to consider alternatives to a take-over bid as a means of maximizing shareholder value, to allow competing bids to emerge, and to provide Gastem's shareholders with adequate time to properly assess a take-over bid without undue pressure. Gastem's Board of Directors is not currently aware of any pending or threatened take-over bid for the Company. The Rights Plan is similar to plans adopted by other Canadian companies and ratified by their shareholders.

Under the terms of the Rights Plan, one right (a "Right") will, subject to the terms of the Rights Plan, be issued by Gastem in respect of each outstanding Gastem common share at the close of business today and in respect of each Gastem common share issued thereafter. The Rights issued under the Rights Plan become exercisable only if a person acquires 20% or more of the common shares of the Company without complying with the "permitted bid" provisions of the Rights Plan or without the approval of Gastem's Board of Directors.

Should such an acquisition occur, Rights holders (other than the acquiring person or related persons) could purchase common shares of the Company at half the prevailing market price (as defined in the Rights Plan) at the time the Rights become exercisable.

"Permitted bids" under the Rights Plan must be made to all holders of Gastem's common shares and must be open for acceptance for a minimum of 60 days. If at least 50% of the outstanding common shares have been tendered and not withdrawn after 60 days, the bidder may take-up the shares, but must make a public announcement of that take-up and extend the bid for a further 10 days to allow other shareholders to tender to the bid.

Although effective as of today, the Rights Plan is subject to ratification by Gastem's shareholders at the Company's annual meeting to be held on June 27, 2008 and, if ratified, the Rights Plan must be confirmed at every third annual meeting thereafter. If not ratified within six months from today, the Rights Plan and all of the Rights outstanding at the time will terminate.

The Rights Plan is also subject to acceptance by the TSX Venture Exchange. A copy of the Rights Plan is available for viewing on SEDAR at www.sedar.com, and can also be obtained from Gastem upon a written request.

Furthermore, Gastem is pleased to announce that it has amended its Stock Option Plan in order to increase the limit of common shares issuable from 4,697,899 to 5,822,612 common shares, an increase of 1,124,713 common shares. As of this date, Gastem has 3,770,000 stock options outstanding. The amendment of the Stock Option Plan is subject to regulatory approvals.

Gastem is an independent oil and gas exploration company based in Montreal. The company holds exploration and storage rights to over 1.1M acres of land in the St. Lawrence Lowlands and the Gaspe Peninsula in Quebec. The company has also an option to acquire a 65% interest in properties situated in New York State and has revenues from a minority participation in the Amber Bank shale gas project in West Virginia.

FOR FURTHER INFORMATION PLEASE CONTACT:

Gastem Inc. David Vincent 514-875-9034 [email protected]    

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this news release.


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