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The Company's primary goal is to explore for Coal in North America, currently the focus is in Kentucky, Saskatchewan and West Virginia.

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Message: North American Gem Inc. Adopts Shareholder Rights Plan

May 21, 2008 02:52PM
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May 21, 2008 04:18PM

North American Gem Inc. Adopts Shareholder Rights Plan

in response to by
posted on May 22, 2008 05:07AM


VANCOUVER, May 22 /CNW/ - North American Gem Inc. (TSX Venture Exchange:
NAG )("the "Company") announces that its Board of Directors has approved the
adoption of a shareholder rights plan (the "Rights Plan").


The Rights Plan is designed to ensure the fair and equal treatment of
shareholders in connection with any takeover bid for outstanding common shares
of the Company. The Rights Plan seeks to provide shareholders with adequate
time to properly assess a take-over bid without undue pressure. It also
provides the Board with adequate time to fully assess an unsolicited take-over
bid, to allow competing bids to emerge, and, if applicable, to explore other
alternatives to the take-over bid to maximize shareholder value.


The Rights Plan is not intended to prevent or deter take-over bids that
offer fair treatment and value to shareholders, but is designed to encourage
offers that represent fair value to all shareholders.
The Rights Plan is similar to rights plans adopted by other Canadian
corporations. Under the terms of the Rights Plan, one right will be issued by
the Company for each outstanding North American Gem Inc. common share at the
close of business today and for each North American Gem Inc. common share
issued in future (subject to the terms of the Rights Plan).


The rights issued under the Rights Plan become exercisable only if a
person acquires or announces its intention to acquire 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 North American Gem
Inc. Board of Directors.


Permitted Bids must be made to all holders of the Company common shares
by way of a take-over bid circular prepared in compliance with applicable
securities laws and, among other things, 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.


If a take-over bid does not meet the Permitted Bid requirements of the
Rights Plan, the rights will entitle shareholders, excluding the shareholder
or shareholders making the take-over bid, to purchase additional common shares
of the Company at a substantial discount to the market price of the common
shares at that time.


The Rights Plan became effective as of May 21, 2008 but must be ratified
by shareholders within six months in order to continue to be effective. The
Rights Plan is also subject to approval by the TSX Venture Exchange.


A copy of the Rights Plan will be available at www.sedar.com.
The Company is not adopting a Rights Plan in response to any proposal to
acquire control of the Company.

About North American Gem Inc.

North American Gem Inc. (TSX-V symbol: NAG) is a junior exploration
Company based in Western Canada. The Company's primary goal is to explore for
Uranium, Molybdenum, Gold, Copper, and other base metals in Canada. The
Company is actively pursuing several opportunities, including the Louise Lake
copper-gold-molybdenum-silver project located in British Columbia. The Company
is also pursuing its uranium projects, consisting of the Whiskey Gap, Del
Bonita, Western Basin, and Bonny Fault projects, all located in Alberta. In
addition the Company is also pursuing its Mosquito Gulch uranium property
located in the North West Territories and the Ranger Lake Uranium property
located in Ontario.

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