SHAREHOLDER RIGHTS PLAN AGREEMENT BETWEEN CALEDONIA MINING CORPORATION - and - EQUITY TRANSFER & TRUST COMPANY as Rights AgentShareholder Rights Plan Agreement • May 23rd, 2008 • Caledonia Mining Corp • Gold and silver ores • Ontario
The Board of Directors of the Corporation, in the exercise of their fiduciary duties, have determined that it is advisable and in the best interest of the Corporation to adopt and maintain a shareholder rights plan (the “Rights Plan”) inter alia, in order to (i) provide a framework in which Take-Over Bids for the Corporation can be made for the Voting Shares of the Corporation, including providing the Board of Directors with sufficient time to explore and develop alternatives; (ii) facilitate the maximization of shareholder value if a substantial portion of the Voting Shares is to be acquired by any Person; and (iii) protect the Corporation and its shareholders from abusive acquisition tactics or acquisitions which may not be in the best interests of the Corporation.
