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Vancouver, B.C. -- Hathor Exploration Limited ("Hathor")
(TSX-V: HAT) today announced that it has delivered to the Board of
Directors of Northern Continental Resources Inc. ("Northern
Continental") (TSX-V: NCR) an offer providing for a business combination
by plan of arrangement where Hathor will acquire all of the outstanding
shares of Northern Continental Resources Inc. ("Northern
Continental") (TSX-V: NCR) in exchange for shares of Hathor (the
"Proposed Transaction").
Under the terms of Hathor's offer, Northern Continental shareholders would
receive 0.1389 of a Hathor common share for each Northern Continental
common share, representing a value of approximately C$0.25 per share based
on Hathor's closing share price of C$1.80 on the TSX Venture Exchange
("TSX-V") on July 15, 2009. The share consideration represents a
premium of 100% over Northern Continental's closing share price on the
TSX-V on April 30, 2009, the last trading day prior to the announcement of
an offer for Northern Continental by Denison Mines Corp. ("Denison")
(TSX: DML), and a premium of 132% over Northern Continental's volume
weighted average share price on the TSX-V for the 30 days ended April 30,
2009. In addition, the share consideration offered by Hathor represents a
premium of 36% over the Denison offer which is currently only valued at
C$0.184 per share, based on Denison's closing share price of C$2.00 on July
15, 2009.
Northern Continental's Board of Directors must now determine whether
Hathor's offer is a "Superior Proposal" to Denison's in the
context of the Arrangement Agreement between Northern Continental and
Denison dated June 5, 2009. All other terms and conditions included in
Hathor's offer are identical to those outlined in the Denison Arrangement
Agreement.
If the Board of Directors of Northern Continental does determine that
Hathor's offer is a Superior Proposal, and so advises Denison, Denison has
three business days to match Hathor's offer. If Denison elects not to match
the Hathor offer, Hathor is prepared to enter into a convertible loan
agreement with Northern Continental (the "Bridge Loan") pursuant
to which Hathor would make available to Northern Continental a
non-revolving line of credit which would cover the Denison termination fee,
the repayment of the Denison loan agreement, and Northern Continental's
other transaction costs and working capital expenses. The Bridge Loan would
be repayable by Northern Continental together with interest at the rate of
5% per annum in the event of termination of the Proposed Transaction and, at
the election of Hathor, convertible into common shares of Northern
Continental at a price of $0.125 per share or such other price as is
acceptable to Northern Continental and the TSX Venture Exchange.
If Denison elects not to exercise its right to match, Hathor expects to
execute a formal Arrangement Agreement with Northern Continental which
would include further details regarding the Proposed Transaction and which
would be filed together with the Management Information Circular with the
regulatory authorities and mailed to Northern Continental shareholders in
accordance with applicable securities laws.
About Hathor
Hathor Exploration Limited is a Canadian-based publicly traded mineral
exploration company engaged in the acquisition and exploration of mineral
properties. Hathor is primarily focused on uranium exploration in the
Athabasca Basin region of Saskatchewan and Alberta, Canada and holds
several large claim blocks near some of the world's most productive uranium
deposits.
For more information on Hathor, its subsidiary Roughrider Uranium Corp. and
their uranium projects, please visit the company's website: www.hathor.ca or contact JJ Jennex at 604-684-6707 or Tony Nunziata at (403)
560-7040.
Hathor Exploration Limited
"Stephen G.
Stanley"
Stephen G. Stanley, Director
Forward-looking Statements
This press release contains "forward-looking statements"
concerning Hathor and includes, among other things, statements concerning
the Russell Lake property. Generally, the words "will",
"may", "should", "continue",
"believes", "expects", "intends",
"anticipates" or similar expressions identify forward looking
statements. The forward-looking statements involve risks and uncertainties
that could cause actual results to differ materially from those expressed
in the forward-looking statements. Forward-looking information is subject
to known and unknown risks, uncertainties and other factors that may cause
actual results, level of activity, performance or achievements to be
materially different from those expressed or implied by such
forward-looking information. All factors should be considered carefully and
readers should not place undue reliance on such forward-looking information.
Hathor disclaims any intent or obligations to update or revise publicly any
forward-looking statements whether as a result of new information,
estimates or options, future events or results or otherwise.
This press release does not constitute an offer to buy or an invitation to
sell, or the solicitation of an offer to buy or invitation to sell, any of
the securities of Hathor or Northern Continental. Such an offer may only be
made pursuant to an offer and takeover bid circular filed with the securities
regulatory authorities in Canada.
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of the content of this news
release.
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