Hathor Exploration Limited

Hathor Exploration Limited

August 22, 2011 16:45 ET

Hathor Exploration Limited: Acquisition of Shares of Terra Ventures Inc.

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Aug. 22, 2011) -


Hathor Exploration Limited (TSX:HAT) ("Hathor") announces that it has acquired, via a plan of arrangement and pursuant to National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues that on August 5, 2011, ownership and control of all of the issued and outstanding securities of Terra Ventures Inc. ("Terra"), being 61,943,348 common shares ("Terra Shares"), and assumed 6,185,000 options to acquire Terra Shares ("Terra Options") and 8,813,331 warrants to acquire Terra Shares ("Terra Warrants").

As a result of this acquisition, Hathor owns a total of 61,943,348 Terra Shares representing 100% of the total number of Terra Shares issued and outstanding and assumed a total of 6,185,000 Terra Options and 8,813,331 Terra Warrants representing 100% of the total number of Terra Options and Terra Warrants issued and outstanding.

Hathor's acquisition was effected pursuant to a statutory plan of arrangement under Section 288 of the Business Corporations Act (British Columbia), which was approved by the holders of Terra Shares on August 2, 2011 and by the Supreme Court of British Columbia on August 4, 2011.

The Arrangement consolidates a 100% interest in the Roughrider uranium deposit and 100% interest in the large and prospective Russell Lake exploration project, located at either end, respectively, of the prolific eastern corridor of the Athabasca Basin. Hathor believes this consolidation of property ownership will create value to a degree not possible for either company to achieve on its own.

A copy of the early warning report relating to this transaction is available at: www.sedar.com

For more information on Hathor, please visit the company's website at: www.hathor.ca

Dr. Michael H. Gunning, President & CEO
Hathor Exploration Limited
Suite 1810 - 925 West Georgia Street,
Vancouver, B.C. V6C 3L2

None of the securities anticipated to be issued under the plan of arrangement have been or will be registered under the Securities Act of 1933, as amended, or any state securities laws, and such securities are anticipated to be issued in the United States pursuant to exemptions from such registration requirements. This press release shall not constitute an offer to sell or solicitation of an offer to buy any securities in any jurisdiction where such an offer or sale would be unlawful.

Forward-Looking Information

This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation, including information relating to Hathor's future financial or operating performance may be deemed "forward looking". All statements in this news release, other than statements of historical fact, that address events or developments that Hathor expects to occur, are "forward-looking statements". Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "does not expect", "plans", "anticipates", "does not anticipate", "believes", "intends", "estimates", "projects", "potential", "scheduled", "forecast", "budget" and similar expressions, or that events or conditions "will", "would", "may", "could", "should" or "might" occur. All such forward-looking statements are based on the opinions and estimates of the relevant management as of the date such statements are made and are subject to important risk factors and uncertainties, many of which are beyond Hathor's ability to control or predict. Forward-looking statements are necessarily based on estimates and assumptions that are inherently 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 statements. In the case of Hathor, these facts include its anticipated operations in future periods, planned exploration and development of its properties, and plans related to its business and other matters that may occur in the future. This information relates to analyses and other information that is based on expectations of future performance and planned work programs. Statements concerning mineral resource estimates may also be deemed to constitute forward-looking information to the extent that they involve estimates of the mineralization that will be encountered if a mineral property is developed. Forward-looking information is subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking information, including, without limitation: exploration hazards and risks; risks related to exploration and development of natural resource properties; uncertainty in Hathor's ability to obtain funding; uranium price fluctuations; recent market events and conditions; risks related to the uncertainty of mineral resource calculations and the inclusion of inferred mineral resources in economic estimation; risks related to governmental regulations; risks related to obtaining necessary licenses and permits; risks related to their business being subject to environmental laws and regulations; risks related to their mineral properties being subject to prior unregistered agreements, transfers, or claims and other defects in title; risks relating to competition from larger companies with greater financial and technical resources; risks relating to the inability to meet financial obligations under agreements to which they are a party; ability to recruit and retain qualified personnel; and risks related to their directors and officers becoming associated with other natural resource companies which may give rise to conflicts of interests. This list is not exhaustive of the factors that may affect Hathor's forward-looking information. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the forward-looking information. Hathor's forward-looking information is based on the reasonable beliefs, expectations and opinions of its management on the date the statements are made and Hathor does not assume any obligation to update forward-looking information if circumstances or management's beliefs, expectations or opinions change, except as required by law. For the reasons set forth above, investors should not place undue reliance on forward-looking information. For a complete discussion, please refer to Hathor's Annual Information Form, its audited financial statements and MD&A for the year ended March 31, 2011, all of which is filed on SEDAR at www.sedar.com.

The Toronto Stock Exchange does not accept responsibility for the adequacy or accuracy of this press release.

Contact Information

  • Hathor Exploration Limited
    Tony Nunziata

    Hathor Exploration Limited
    Kelsea Murray