Hillsborough Resources Limited

Hillsborough Resources Limited
Vitol Anker International B.V.

Vitol Anker International B.V.

December 21, 2009 09:17 ET

Vitol Acquisition of Hillsborough Completed

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 21, 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 they have completed their previously announced arrangement (the "Arrangement") under the Canada Business Corporations Act. The Arrangement was approved on December 16, 2009 by holders of Hillsborough common shares ("Hillsborough Shares") and holders of 10% convertible debentures ("Hillsborough Debentures"). The Supreme Court of British Columbia granted its final order approving the Arrangement on December 18, 2009.

Pursuant to the Arrangement, Vitol acquired all of the Hillsborough Shares not already owned by Vitol in exchange for cash consideration of $0.50 per share (the "Share Consideration") and financed the repayment in full and cancellation by Hillsborough of all Hillsborough Debentures not already owned by Vitol in exchange for a cash payment from Hillsborough of $1,000 for each $1,000 in principal amount outstanding, together with any interest accrued thereon (the "Debenture Consideration").

Upon surrender to Computershare Investor Services Inc. (the "Depositary") of certificates representing Hillsborough Shares and Hillsborough Debentures that were outstanding immediately prior to the effective time of the Arrangement, respectively, together with a duly completed and executed Letter of Transmittal, registered holders of such shares and debentures are entitled to receive the Share Consideration and the Debenture Consideration, respectively, pursuant to, and subject to the terms and conditions of, the plan of arrangement, less any applicable withholdings. Any questions regarding payment of the Share Consideration or the Debenture Consideration, including any requests for an additional copy of the requisite Letter of Transmittal, should be directed to the Depositary via telephone at 1-800-564-6253 (toll free in North America) or 514-982-7555 or via email at corporateactions@computersharc.com.

Non-registered holders of Hillsborough Shares or Hillsborough Debentures that were outstanding immediately prior to the effective time of the Arrangement should contact their nominee (i.e., broker, trust company, bank or other registered holder) which holds the certificates representing such securities on their behalf to arrange for surrender and payment pursuant to the Arrangement.

It is expected that the Hillsborough Shares will be delisted from the Toronto Stock Exchange later this week. Hillsborough intends to apply to the relevant securities regulatory authorities to cease to be a reporting issuer in each of the jurisdictions in Canada in which it is currently reporting.

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 Hillsborough, including statements regarding the delisting of its securities from the Toronto Stock Exchange and it ceasing to be a reporting issuer. 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 forward-looking statements are based on a number of assumptions which may prove to be incorrect including, but not limited to, the applicable regulators and stock exchanges consenting to the delisting of Hillsborough's securities and Hillsborough ceasing to be a reporting issuer. 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 Hillsborough or the acquisition of Hillsborough by Vitol.

Contact Information

  • 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