Hathor Exploration Limited

Hathor Exploration Limited

July 15, 2009 18:02 ET

Hathor Announces Offer for Northern Continental Resources

VANCOUVER, BRITISH COLUMBIA--(Marketwire - July 15, 2009) - Hathor Exploration Limited ("Hathor") (TSX-V: HAT) today announced that it has delivered to the Board of Directors of Northern Continental Resources Inc. ("Northern Continental") (TSX-V: NCR) an offer providing for a business combination by plan of arrangement where Hathor will acquire all of the outstanding shares of Northern Continental Resources Inc. ("Northern Continental") (TSX-V: NCR) in exchange for shares of Hathor (the "Proposed Transaction").

Under the terms of Hathor's offer, Northern Continental shareholders would receive 0.1389 of a Hathor common share for each Northern Continental common share, representing a value of approximately C$0.25 per share based on Hathor's closing share price of C$1.80 on the TSX Venture Exchange ("TSX-V") on July 15, 2009. The share consideration represents a premium of 100% over Northern Continental's closing share price on the TSX-V on April 30, 2009, the last trading day prior to the announcement of an offer for Northern Continental by Denison Mines Corp. ("Denison") (TSX: DML), and a premium of 132% over Northern Continental's volume weighted average share price on the TSX-V for the 30 days ended April 30, 2009. In addition, the share consideration offered by Hathor represents a premium of 36% over the Denison offer which is currently only valued at C$0.184 per share, based on Denison's closing share price of C$2.00 on July 15, 2009.

Northern Continental's Board of Directors must now determine whether Hathor's offer is a "Superior Proposal" to Denison's in the context of the Arrangement Agreement between Northern Continental and Denison dated June 5, 2009. All other terms and conditions included in Hathor's offer are identical to those outlined in the Denison Arrangement Agreement.

If the Board of Directors of Northern Continental does determine that Hathor's offer is a Superior Proposal, and so advises Denison, Denison has three business days to match Hathor's offer. If Denison elects not to match the Hathor offer, Hathor is prepared to enter into a convertible loan agreement with Northern Continental (the "Bridge Loan") pursuant to which Hathor would make available to Northern Continental a non-revolving line of credit which would cover the Denison termination fee, the repayment of the Denison loan agreement, and Northern Continental's other transaction costs and working capital expenses. The Bridge Loan would be repayable by Northern Continental together with interest at the rate of 5% per annum in the event of termination of the Proposed Transaction and, at the election of Hathor, convertible into common shares of Northern Continental at a price of $0.125 per share or such other price as is acceptable to Northern Continental and the TSX Venture Exchange.

If Denison elects not to exercise its right to match, Hathor expects to execute a formal Arrangement Agreement with Northern Continental which would include further details regarding the Proposed Transaction and which would be filed together with the Management Information Circular 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
    JJ Jennex
    Hathor Exploration Limited
    Tony Nunziata