Northern Continental Resources Inc.

Northern Continental Resources Inc.

June 08, 2009 09:00 ET

Northern Continental Signs Arrangement Agreement with Denison Mines Corp.

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 and under the Company's profile at


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 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.

Contact Information