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ENT Entrec Corporation

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Share Name Share Symbol Market Type
Entrec Corporation TSXV:ENT TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

ENTREC Corporation Adopts Shareholder Rights Plan

02/12/2013 11:00am

Marketwired Canada


ENTREC Corporation (TSX VENTURE:ENT) ("ENTREC" or the "Company") announced today
that its board of directors (the "Board") has approved the adoption of a
shareholder rights plan (the "Plan"). The TSX Venture Exchange has conditionally
approved the Plan. While the Plan comes into effect immediately, it is subject
to shareholder ratification within six months of its adoption. The Company will
seek shareholder ratification at its annual meeting of shareholders currently
anticipated to be held in May 2014.


The Plan is similar to other shareholder rights plans adopted by Canadian
publicly listed companies and is designed to encourage the fair treatment of the
Company's shareholders in the event of any take-over bid for the Company's
common shares. It provides the Board with more sufficient time to assess and
evaluate any unsolicited take-over bid, and to explore and develop, if
appropriate, alternatives that enhance shareholder value and to give
shareholders adequate time to consider any such transaction.


In connection with the Plan, the Board authorized the issuance of one right in
respect of each common share of the Company outstanding as of the close of
business on December 1, 2013, and one right will attach automatically to each
common share issued after such date. Each right entitles the holder of the right
to purchase from the Company an additional common share of the Company at the
exercise price, which has initially been set at CAD $50.00, subject to the terms
and conditions set forth in the Plan.


The rights will become exercisable only when a person, including any party
related to it, acquires or announces its intention to acquire beneficial
ownership of common shares of the Company which, when aggregated with its
current holdings, total 20% or more of the Company's outstanding common shares,
without complying with the "Permitted Bid" provisions of the Plan or without the
approval of the Board. Following the actual acquisition by such person or
persons of such amount of shares, and subject to the terms and conditions of the
Plan, each right would be amended to entitle the holder of the right, other than
the acquiring person or any related persons, to exercise their right and
purchase common shares of the Company at a substantial discount to the market
price at that time (i.e. each exercising person would receive, upon payment of
the exercise price (i.e. CAD $50.00), that number of common shares of the
Company having an aggregate market price on the date of the occurrence of such
event equal to twice the exercise price for an amount in cash equal to the
exercise price).


The Plan is not intended to prevent take-over bids. Under the Plan, a "Permitted
Bid" is to be made to all registered holders of common shares by way of a
takeover bid circular prepared in accordance with applicable securities laws and
must comply with certain other conditions.


There is currently no proposed or pending unsolicited take-over bid for the
Company of which management is aware.


A copy of the Plan is available on the Company's website at www.entrec.com and
on SEDAR at wvw.sedar.com.


About ENTREC

ENTREC is a leading provider of heavy lift and heavy haul services with
offerings encompassing crane services, heavy haul transportation, engineering,
logistics and support. ENTREC provides these services to the oil and natural
gas, construction, petrochemical, mining and power generation industries.
ENTREC's common shares trade on the TSX Venture Exchange under the trading
symbol "ENT".


Forward-looking statements

This press release contains information that is forward-looking information
within the meaning of applicable securities laws. In some cases, forward-looking
information can be identified by the use of terms such as "may", "will",
"should", "expect", "plan", "anticipate", "believe", "intend", "estimate",
"predict", "potential", "continue" or the negative of these terms or other
similar expressions concerning matters that are not historical facts.


Forward-looking information by its nature necessarily involves risks and
uncertainties including, without limitation, whether the plan will receive the
necessary shareholder approval, the timing and conditions to obtaining final TSX
Venture Exchange approval, the timing and conditions under which the rights
issued under the Plan will become exercisable and related risks and
uncertainties. If any of these risks or uncertainties were to materialize or if
the factors and assumptions underlying the forward-looking information were to
prove incorrect, actual results could vary materially from those that are
expressed or implied by the forward-looking information contained herein. The
Company disclaims any intention or obligation, other than those required by
security laws, to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.


Neither the TSX Venture Exchange nor its regulation services provider (as that
term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.


FOR FURTHER INFORMATION PLEASE CONTACT: 
ENTREC Corporation
Rod Marlin
Chairman & CEO
(780) 960-5647


ENTREC Corporation
John M. Stevens
President & COO
(780) 960-5625


ENTREC Corporation
Jason Vandenberg
CFO
(780) 960-5630
www.entrec.com

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