Hawthorne Adopts Shareholder Rights Plan

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Wed Apr 29, 2009 4:02pm EDT

  VANCOUVER, BRITISH COLUMBIA, Apr 29 (MARKET WIRE) -- 
Hawthorne Gold Corp. ("Hawthorne" or the "Company") (TSX VENTURE:
HGC)(PINK SHEETS: HWTHF) announces that its Board of Directors has
approved the adoption of a Shareholder Rights Plan Agreement (the "Rights
Plan"). The Rights Plan is being adopted to ensure the fair treatment of
all Hawthorne shareholders in the event of any unsolicited take-over bid
for the outstanding common shares of Hawthorne. The Rights Plan will
provide shareholders with adequate time to properly evaluate and assess a
take-over bid and ensure a proposed transaction is in the best interest
of all shareholders. The Rights Plan also provides the Board of Directors
with additional time to consider any take-over bid and, if applicable, to
pursue alternatives in order to protect, preserve and maximize
shareholder value. In addition, it would allow time for competing bids to
emerge.

    The Rights Plan is not designed to prevent take-over bids that treat
Hawthorne shareholders fairly. The rights issued under the Rights Plan
become exercisable only when a person, together with any party related to
it or acting jointly with it, acquires or commences a take-over bid to
acquire 20% or more of Hawthorne's outstanding common shares other than
by way of a "Permitted Bid" under the Rights Plan, or without the
approval of the Board of Directors.

    Any bid that meets certain criteria intended to protect the interests of
all shareholders are deemed to be "Permitted Bids". A Permitted Bid must
be made by way of a take-over bid circular must be made to all
shareholders and, in addition to certain other conditions, must remain
open for 60 days. In the event a take-over bid does not meet the
Permitted Bid requirements of the Rights Plan, the rights issued under
the plan will entitle shareholders (other than any shareholder or
shareholders involved in the take-over bid) to purchase additional common
shares of Hawthorne at a significant discount to the market price of the
common shares at that time.

    The Company is not aware of any pending or threatened take-over bid or
proposal to acquire control of the Company. The Rights Plan is similar to
those adopted by other Canadian listed companies and is consistent with
Canadian corporate practices.

    The Rights Plan, which is effective immediately, will be presented for
ratification by the Company's shareholders at its Annual and Special
General Meeting to be held on May 28, 2009. If ratified by shareholders,
the Rights Plan will terminate on the third anniversary of the 2009
annual meeting of shareholders.

    The full text of the Rights Plan is available in the Company's profile on
www.sedar.com and can also be obtained on Hawthorne's website:
www.hawthornegold.com.

    About Hawthorne Gold Corp.

    Hawthorne Gold Corp. is a Canadian-based gold exploration and development
company with key properties in British Columbia, Canada. Hawthorne is led
by well-respected mining leaders Richard Barclay and Michael Beley.
Hawthorne's goal is to become a junior gold producer by working towards
production at Table Mountain in the latter part of 2009 and to continue
resource development at the nearby Taurus deposit, as well as the
Frasergold deposit in the south central British Columbia Cariboo region. 

    ON BEHALF OF HAWTHORNE GOLD CORP.

    Richard J. Barclay

    President & CEO

    Certain information regarding the Company including management's
assessment of future plans and operations, may constitute forward-looking
statements under applicable securities laws and necessarily involve risks
associated with mining exploration and development, volatility of prices,
currency fluctuations, imprecision of resource estimates, environmental
and permitting risks, access to labour and services, competition from
other companies and ability to access sufficient capital. As a
consequence, actual results may differ materially from those anticipated
in the forward-looking statements.


 
 Neither 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 of
accuracy of this release.

Contacts:
Hawthorne Gold Corp.
Todd Hanas
Toll Free: 1-866-869-8072 or (604) 629-1505 or
Toll Free: 1-888-629-1505
Website: www.hawthornegold.com

Copyright 2009, Market Wire, All rights reserved.

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