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VANCOUVER, BRITISH COLUMBIA--(Marketwire -
Sept. 18, 2009) - Northern Continental Resources Inc. (TSX VENTURE:NCR)
("Northern" or the "Company") announced today that
further to its press release dated July 28, 2009, Northern has
rescheduled the special meeting of Northern shareholders from September
25, 2009 to November 10, 2009, at which Northern shareholders will be
asked to approve the plan of arrangement (the "Arrangement")
with Hathor Exploration Limited ("Hathor").
Northern is also pleased to announce that it has entered into the
definitive Arrangement Agreement with Hathor to effect the Arrangement
and a convertible loan agreement with Hathor (the "Bridge
Loan"). Under the terms of the Arrangement Agreement, Hathor will
acquire Northern on the basis of 0.1389 Hathor common shares for each
Northern common share (the "Exchange Ratio") resulting in the
issuance of up to 8,770,813 Hathor common shares to Northern
shareholders (the "Transaction"). As at July 15, 2009, the date of announcement of
Hathor's offer to enter into a plan of arrangement with Northern, the
Transaction represents a 132% premium based on the 30 day volume
weighted average price and a 100% premium over the closing price of
Northern shares on April 30th, 2009. The Arrangement is subject to,
among other conditions, receipt of court, stock exchange and Northern
shareholder approvals.
Under the terms of the Bridge Loan, Hathor has agreed to advance
Northern up to $1.5 million, convertible in certain circumstances into
common shares of Northern at a price of $0.185 per share. The Bridge
Loan will provide working capital and transaction costs for Northern
until the completion of the Arrangement and also provided the funds
payable by Northern in connection with the termination of Northern's
arrangement agreement with Denison Mines Corp.
Northern's Board of Directors, who have received an oral fairness
opinion from Dundee Securities Corporation, consider the terms of the
offer fair from a financial point of view and in the best interest of
Northern shareholders, and unanimously recommend that Northern
shareholders vote in favour of the Transaction. Northern's management
and Board of Directors have signed lock-up agreements pursuant to which
they have agreed to vote their Northern shares in favour of the
Transaction.
Further details of the Arrangement will be included in the Management
Information Circular and Arrangement Agreement to be filed with the
regulatory authorities and mailed to Northern shareholders in
accordance with applicable securities laws.
ON BEHALF OF THE BOARD
Warren Stanyer, President and CEO
This press release contains forward-looking information within the
meaning of Canadian securities laws. Such information includes, without
limitation, information regarding: the Hathor Arrangement and the
Special Meeting of Northern Continental Shareholders. These
forward-looking statements are made as of the date of this document and
Northern Continental does not intend, and does not assume any
obligation, to update these forward-looking statements. Although the
Company believes that such information is reasonable, it can give no
assurance that such expectations will prove to be correct.
Forward-looking information is typically identified by words such as:
believe, expect, anticipate, intend, estimate, postulate and similar
expressions, or are those, which, by their nature, refer to future
events. The Company cautions investors that any forward-looking
information provided by the Company is not a guarantee of future
results or performance, and that actual results may differ materially
from those in forward looking information as a result of various
factors, including, but not limited to, the state of the financial
markets for the Company's equity securities, the state of the market
for uranium or other minerals that may be produced generally, recent
market volatility, variations in the nature, quality and quantity of any
mineral deposits that may be located, the Company's ability to obtain
any necessary permits, consents or authorizations required for its
activities, to raise the necessary capital or to be fully able to
implement its business strategies and other risks associated with the
exploration and development of mineral properties. The reader is
referred to the Company's most recent annual and interim Management's
Discussion and Analysis for a more complete discussion of such risk
factors and their potential effects, copies of which may be accessed
through the Company's page on SEDAR at www.sedar.com. Although Northern Continental has
attempted to identify important factors that could cause actual
actions, events or results to differ materially from those described in
forward-looking statements, there may be other factors that cause
actions, events or results not to be as anticipated, estimated or
intended. There can be no assurance that forward-looking statements will
prove to be accurate, as actual results and future events could differ
materially from those anticipated in such 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 or accuracy of this release.
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