Hillsborough Resources Limited

Hillsborough Resources Limited
Vitol Anker International B.V.

Vitol Anker International B.V.

December 16, 2009 16:13 ET

Securityholders Approve Plan of Arrangement Between Hillsborough and Vitol

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 16, 2009) - Hillsborough Resources Limited (TSX:HLB) ("Hillsborough" or the "Company") and Vitol Anker International B.V. ("Vitol"), a member of the Vitol Group, announced today that their previously announced arrangement (the "Arrangement") under the Canada Business Corporations Act has received requisite securityholder approval at the Company's special meeting of securityholders. Holders of Hillsborough common shares ("Hillsborough Shares") and holders of 10% convertible debentures ("Hillsborough Debentures"), respectively, approved the Arrangement, with 86.44% of Hillsborough shareholders and 100% of Hillsborough debentureholders voting in favor of the Arrangement. In accordance with Multilateral Instrument 61-101, a majority of Hillsborough shareholders, after excluding the votes of "interested parties" and their respective "related parties" and "joint actors" also voted on the Arrangement as a separate class, with 80.44% voting in favour of the Arrangement.

Pursuant to the Arrangement, Vitol will acquire all of the Hillsborough Shares and finance the repayment in full by Hillsborough of the Hillsborough Debentures not already owned by Vitol, on the terms and subject to the conditions provided for in the arrangement agreement between Hillsborough and Vitol dated November 1, 2009. Shareholders of Hillsborough will receive cash consideration of $0.50 per Hillsborough Share and holders of Hillsborough Debentures outstanding and not otherwise converted at the time the Arrangement becomes effective will be repaid in full by way of a cash payment from Hillsborough of $1,000 for each $1,000 in principal amount outstanding, together with any interest accrued thereon, and subsequently cancelled.

The Arrangement requires approval of the Supreme Court of British Columbia. The hearing in respect of the final order to approve the Arrangement (the "Final Order") is currently scheduled to take place on December 18, 2009 at 9:45 a.m. (Vancouver time). If the Final Order is obtained on December 18, 2009, and all other conditions to completion of the Arrangement are satisfied or waived, Hillsborough and Vitol expect to close the Arrangement on or about December 21, 2009.

This news release should be read together with the more detailed information contained in the management information circular of the Company dated November 17, 2009, available on SEDAR at www.sedar.com.

About Hillsborough

Hillsborough Resources Limited is a Western Canadian coal mining company.

About the Vitol Group

The Vitol Group was founded in 1966 and started its business with the trading of oil products. It is now an independent, privately owned group of trading companies, with its core business in energy, particularly crude oil, oil products and natural gas. Other Vitol Group trading businesses include sugar, non-ferrous metals, coal, chemicals and power. Vitol Group is also active in shipping, oil terminals and oil exploration and production.

Caution Concerning Forward-looking Statements

This news release contains forward-looking statements relating to the proposed acquisition of Hillsborough, including statements regarding the completion of the proposed Arrangement. Any statements that are not statements of historical fact (including statements containing the words 'believes', 'intends', 'plans', 'anticipates', 'expects', 'estimates' or similar expressions) and refer to management's expectations or plans and should be considered to be forward-looking statements. Such forward-looking statements are subject to important risks, uncertainties and assumptions. The results or events predicted in these forward-looking statements may differ materially from actual results or events. As a result, you are cautioned not to place undue reliance on these forward-looking statements. The completion of the proposed Arrangement is subject to a number of terms and conditions, including, without limitation, necessary court approvals and certain termination rights available to the parties under the Arrangement Agreement. These approvals may not be obtained, the other conditions to the Arrangement may not be satisfied in accordance with their terms, and/or the parties to the Arrangement Agreement may exercise their termination rights, in which case the proposed Arrangement could be modified, restructured or terminated, as applicable. The forward-looking statements are based on a number of assumptions which may prove to be incorrect including, but not limited to, Vitol and Hillsborough being able to successfully complete the transaction referred to herein within the timeframe generally as anticipated and without unforeseen significant costs or delays and there being no material adverse changes in the affairs of Hillsborough. Readers are cautioned that the foregoing list is not exhaustive. The forward-looking statements contained in this news release are made as of the date of this release and, accordingly, are subject to change after such date. Except as may be required by Canadian securities laws, Hillsborough and Vitol disclaim any intention and assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, Hillsborough and Vitol undertake no obligation to comment on expectations of, or statements made by, third parties in respect of the proposed Arrangement.

Contact Information

  • Hillsborough Resources Limited
    David Slater
    President & C.E.O.
    (604) 684-9288
    Hillsborough Resources Limited
    Ian Kirk, C.A.
    (604) 684-9288
    (604) 684-3178 (FAX)
    Vitol Anker International B.V.
    Cohn and Wolfe
    Victoria Dix
    Geneva, Switzerland
    +41 22 908 4071