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VANCOUVER, BRITISH COLUMBIA--(Marketwire - June 8, 2009) - Northern Continental
Resources Inc. (TSX VENTURE:NCR) ("Northern Continental" or
the "Company") is pleased to announce that further to its
news release of April 30, 2009, it has entered into a definitive
agreement dated June 5, 2009 (the "Arrangement Agreement")
with Denison Mines Corp. ("Denison") providing for a business
combination whereby Denison will acquire all of the issued securities
of Northern Continental (the "Transaction"). Pursuant to the
terms of the Arrangement Agreement, Denison will acquire all of the
issued and outstanding common shares of Northern Continental
("Northern Shares") on the basis of one common share of
Denison (a "Denison Share") for every 10.87 Northern Shares
(or, one Northern Share is equal to 0.0920 shares of Denison), which
represents a 28.7% premium based on the 20 day volume weighted average
price of Northern Shares and Denison Shares, and an approximate 64.8%
premium over the closing price of Northern Shares on April 30th, 2009. As
a result of the Transaction, all outstanding warrants and options to
acquire Northern Shares on the effective date of the Transaction (the
"Effective Date") will be deemed to represent comparable
securities of Denison adjusted on the same share exchange ratio basis,
except that the outstanding options to acquire Northern Shares on the
Effective Date will be governed in accordance with the Denison Stock
Option Plan and will terminate 60 days after the Effective Date.
Upon completion of the Transaction, Denison will issue approximately
5,079,642 Denison Shares to the Northern Continental shareholders and
Northern Continental will become a wholly owned subsidiary of Denison.
The Transaction will occur by way of plan of arrangement and is subject
to, among other things, receipt of court, stock exchange and Northern
Continental shareholder approvals. A termination fee of $451,251 is
payable to Denison in the event that a superior unsolicited offer is
accepted by Northern Continental.
Dundee Securities Corporation is acting as independent financial
advisor to Northern Continental's special committee of independent
directors and has provided a fairness opinion dated June 4, 2009 in
respect of the offer.
Further details of the Transaction will be included in the formal
Arrangement Agreement and Management Information Circular to be filed
with the regulatory authorities and mailed to Northern Continental
shareholders in accordance with applicable securities laws.
About Denison
Denison Mines Corp. is a premier intermediate uranium producer in North
America, with mining assets in the Athabasca Basin region of
Saskatchewan, Canada and the southwest United States including
Colorado, Utah, and Arizona. Denison has ownership interests in two of
the four conventional uranium mills operating in North America today. Denison
also has a strong exploration and development portfolio with large land
positions in the United States, Canada, Mongolia and Zambia.
About Northern Continental
Northern Continental is a mineral exploration company with its primary
focus being on the exploration and development of the Russell Lake
Uranium Project located in the Athabasca Basin of Northern
Saskatchewan, in which Northern Continental currently holds a 60%
interest. For further information about Northern Continental and its
activities, please refer to the Company's website at www.northerncontinental.ca and under the Company's profile at www.sedar.com.
ON BEHALF OF THE BOARD
Warren Stanyer, President and CEO
This news release may contain forward looking statements based on
assumptions and judgments of management regarding future events or
results that may prove to be inaccurate as a result of factors beyond
its control, and actual results may differ materially from the expected
results.
This press release contains forward-looking information within the
meaning of Canadian securities laws. Such information includes, without
limitation, information regarding: the completion of the Transaction. These
forward-looking statements are made as of the date of this document
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 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 news
release.
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