Hathor Exploration Limited
TSX VENTURE : HAT

Hathor Exploration Limited

November 19, 2007 16:51 ET

Hathor Commences Formal Offer for Northern Continental Resources

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 19, 2007) - Hathor Exploration Limited ("Hathor") (TSX VENTURE:HAT) today announced that it has mailed its offering circular and related documents to the shareholders of Northern Continental Resources Inc. ("Northern Continental") (TSX VENTURE:NCR) and has filed with securities regulators in Canada its formal offer (the "Offer") for all of the outstanding common shares of Northern Continental.

The Offer to Northern Continental shareholders will remain open until 8:00 p.m. (Toronto time) on Thursday, January 3, 2008, unless the Offer is withdrawn or extended by Hathor.

Under the terms of the Offer, Northern Continental shareholders will receive 0.40 of a Hathor common share for each Northern Continental common share tendered and taken up by Hathor.

The Offer represents a value of approximately C$0.35 per Northern Continental share based on Hathor's closing share price of C$0.88 on the TSX Venture Exchange ("TSX-V") on November 5, 2007, the last trading day prior to Hathor's announcement of its intention to make the Offer. The share consideration represents a premium of 33% over Northern Continental's closing share price on the TSX-V on November 5, 2007, and a premium of 45% over Northern Continental's volume weighted average share price on the TSX-V for the 30 days ended November 5, 2007.

Northern Continental's only resource property asset is a 60% joint venture interest in the Russell Lake Property in Saskatchewan in which Hathor owns the remaining 40% interest.

In addition to its interest in the Russell Lake Property, Hathor has interests in ten uranium projects that cover a total of 313,010 hectares (773,465 acres) in the Athabasca Basin region of Saskatchewan and Alberta. This part of Canada has the most prospective geology in the world to explore for high-grade, unconformity-style uranium deposits.

Hathor also holds a 100% interest in more than 300,000 acres in the Eskay Creek region of British Columbia. All shareholders will be able to participate in Hathor's previously announced spin-out of the Eskay Creek properties into a new listed company by way of a plan of arrangement and will receive shares of the new company on a pro rata basis. The spin-out is expected to occur in the first quarter of 2008 following the successful completion of the Offer.

Hathor believes the combination with Northern Continental will increase value for all shareholders, and will offer the following benefits and opportunities:

- Hathor has approximately $22 million in working capital. Combined with the working capital of Northern Continental of approximately $1 million, the combined company will be well capitalized to pursue aggressive exploration programs, particularly on the Russell Lake Property;

- the combined entity will have a larger and more diversified portfolio of owned properties;

- consolidating the exploration and development of the Russell Lake Property should allow for significant cost savings and synergies by eliminating the administrative and other costs associated with the joint exploration and development of that property;

- combining the two companies will significantly enhance the ability to access the capital needed to continue to explore and develop the Russell Lake Property;

- combining the two companies will eliminate the significant costs of maintaining two public companies, including audit, legal and regulatory costs; Hathor estimates cash savings to be approximately $300,000 per year;

- enhanced access to capital will improve Hathor's ability to acquire additional properties and to fund the exploration of those and of the other properties held by the companies;

- combining the two companies will create a larger company with a greater public market presence, leading to greater coverage by investors and financial advisers, opportunities for an improved market valuation, and enhanced liquidity due to the larger number of shares and shareholder base; and

- the combined entity will have a stronger experienced management team and the ability to attract and retain the partners, service providers, staff and others needed to advance the combined companies' projects.

Additional Details of the Offer

Northern Continental shareholders wishing to accept the Offer must complete the Letter of Transmittal which is being mailed to them and return it together with the certificates representing their Northern Continental shares to Computershare Investor Services Inc., the Depositary under the Offer. If Northern Continental Shares are held by a broker or other financial intermediary, Northern Continental shareholders should contact their broker or intermediary and instruct them to tender the Northern Continental shares to the Offer.

No offer is being made to purchase outstanding Northern Continental options; however, holders may tender to the Offer any Northern Continental shares issued upon exercise of any options.

As a result of restrictions under United States securities laws, U.S. shareholders wishing to accept the Offer shall not be entitled to receive Hathor shares in connection with the Offer. Instead, any such shares will be issued and delivered to the Depositary on behalf of the U.S. shareholders and Hathor shall cause such shares to be sold on their behalf and the net cash proceeds (after paying brokerage commissions and other expenses) will be remitted to such U.S. shareholders in Canadian dollars.

The Offer is subject to a number of conditions, including without limitation absence of adverse material changes, receipt of all necessary regulatory approvals and a minimum of 66 2/3% of Northern Continental shares (on a fully diluted basis) being tendered. Northern Continental's shareholders are strongly encouraged to read the terms and conditions of our Offer and the additional information in the Offer and Circular mailed on November 19, 2007 and filed on SEDAR.

HSBC Securities (Canada) Inc. is acting as financial advisor to Hathor with respect to this transaction.

Note to Shareholders Regarding The Offer

The information contained in this press release is a summary only and does not constitute an offer to buy or an invitation to sell, or the solicitation of an offer or invitation to sell, any of the securities of Northern Continental or Hathor. The Offer is made solely under the terms and conditions set out in the Offer documents and is not being made to (nor will deposits be accepted from or on behalf of) Northern Continental shareholders in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction. The Offer documents contain important information that Northern Continental shareholders should read carefully before making any decision with respect to the Offer.

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. Hathor has also obtained rights to several million acres with uranium potential in the Hornby Bay Basin of the North West Territories.

In addition, Hathor has maintained its interests in the Eskay Creek precious metal mining camp northwest of Stewart, British Columbia. The Eskay Creek mining camp is considered one of the richest and most prospective geologic terrains in North America and Hathor has assembled the largest land position in this area.

Hathor Exploration Limited

Stephen G. Stanley, Director

Forward-Looking Statements

This press release and the Offer and Circular contain "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.

Contact Information

  • Hathor Exploration Limited
    Stephen Stanley
    Director
    (604) 684-6707
    (604) 648-9277 (FAX)
    Website: www.hathor.ca