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Xcite Energy Ltd
Symbol C : XEL
Shares Issued 153,438,955
Close 2010-11-29 C$ 4.44
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Xcite Energy swallows poison pill

2010-11-30 02:19 ET - News Release

Mr. Richard Smith reports

XCITE ENERGY LIMITED ("XCITE ENERGY" OR THE "COMPANY") ADOPTION OF SHAREHOLDER RIGHTS PLAN

Xcite Energy Ltd. has established with effect from today a shareholder rights plan to encourage the fair treatment of Xcite Energy shareholders should an unsolicited takeover bid be made for Xcite Energy.

The plan will provide the board of directors of Xcite Energy and shareholders more time to consider any unsolicited takeover bids for the company should they materialize. The plan is intended to discourage coercive or unfair takeover bids and gives the board time to pursue alternatives to maximize shareholder value, if appropriate, in the event of an unsolicited takeover bid. Any takeover bid that meets certain criteria intended to protect the interests of all shareholders will be permitted by the plan to proceed.

The plan has not been adopted in response to, or in contemplation of, any specific proposal to acquire control of Xcite Energy. The plan is subject to acceptance by the TSX Venture Exchange and must be ratified by shareholders within six months of the effective date of the plan. Unless otherwise terminated in accordance with its terms, the plan will terminate at the close of the third annual meeting of shareholders following the meeting at which the plan is ratified by shareholders, unless the plan is reconfirmed and extended at such meeting.

The rights issued under the plan will become exercisable only when a person, including any party related to it, acquires or announces its intention to acquire 20 per cent or more of the outstanding shares of Xcite Energy without complying with the permitted bid provisions of the plan or without the approval of the board. Should a non-compliant acquisition occur, each right will, upon exercise, entitle a right holder, other than the acquiring person or any related persons, to purchase shares of Xcite Energy at a substantial discount to the market price at the time. Rights are granted under the plan to each current and future shareholder on a one-for-one basis to shareholdings in the company.

Under the plan, a permitted bid is a bid made to all shareholders which is open for acceptance for not less than 60 days. If, at the end of such 60-day period, at least 50 per cent of the outstanding shares, other than those owned by the offeror or any related parties, have been tendered, the offeror may take up and pay for the shares but must extend the bid for a further 10 days to allow other shareholders to tender.

The plan is similar to other shareholder rights plans recently adopted by several companies which shares are listed on the TSX Venture Exchange and approved by their respective shareholders. A complete copy of the plan will be filed on SEDAR.

In addition, further to the company's press release in Stockwatch of Nov. 29, 2010, the company announces that the private placement of 2,447,695 ordinary shares conducted pursuant to the standby equity distribution agreement has now been completed.

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