Hathor Exploration Limited

Hathor Exploration Limited

September 18, 2009 18:22 ET

Hathor Signs Arrangement Agreement with Northern Continental Resources

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 18, 2009) - Hathor Exploration Limited ("Hathor") (TSX-V: HAT) is pleased to announce that it has signed a definitive Arrangement Agreement to acquire all of the outstanding shares of Northern Continental Resources Inc. ("Northern Continental") (TSX-V: NCR) in an all share transaction (the "Transaction"). The Transaction, which was announced on July 15, 2009 and deemed a "Superior Proposal" on July 16, 2009, is scheduled to close shortly after the shareholder meeting on November 10, 2009, subject to, among other conditions, Northern Continental obtaining shareholder approval, TSX Venture Exchange approval, and interim and final orders of the Supreme Court of British Columbia.

Northern Continental'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 Continental shareholders, and unanimously recommended that Northern Continental shareholders vote in favour of the Transaction. Northern Continental's management and Board of Directors have signed lock-up agreements pursuant to which they have agreed to vote their Northern Continental shares in favour of the Transaction.

Hathor has also signed a Loan Agreement with Northern Continental pursuant to which Hathor has agreed to advance a loan to Northern Continental (the "Bridge Loan") up to $1,500,000, repayable by Northern Continental together with interest at the rate of 5% per annum and other amounts in the event of termination of the Transaction and, at the election of Hathor, convertible into common shares of Northern Continental at a price of $0.185 per common share. The Bridge Loan will provide working capital for Northern Continental until the completion of the Transaction.

Northern Continental is a joint venture partner of Hathor on the Russell Lake Uranium Project located in the Athabasca Basin of Northern Saskatchewan, in which Northern Continental currently holds a 60% interest and Hathor a 40% interest.

Hathor will acquire Northern Continental on the basis of 0.1389 Hathor common shares for each Northern Continental common share (the "Exchange Ratio") resulting in the issuance of up to 8,770,813common shares to Northern Continental shareholders. As at July 15, 2009, the date of announcement, 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 Continental shares on April 30th, 2009. The Transaction will occur by way of plan of arrangement and is subject to, among other things, customary non-solicitation and right to match provisions.

Further details of the Transaction will be included in the Management Information Circular to be filed 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.

Hathor Exploration Limited

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

Contact Information

  • Hathor Exploration Limited
    Stephen G. Stanley