Hillsborough Resources Limited

Hillsborough Resources Limited

December 08, 2009 17:04 ET

Leading Proxy Advisory Firm Supports Arrangement Agreement Between Hillsborough and Vitol

RiskMetrics Recommends Hillsborough Securityholders Vote FOR the Acquisition

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 8, 2009) - Hillsborough Resources Limited (TSX:HLB) ("Hillsborough" or the "Company") announced today that the RiskMetrics Group ("RiskMetrics") recommends that securityholders vote FOR the resolution to approve the acquisition by Vitol Anker International B.V. ("Vitol") at the upcoming Special Meeting of securityholders of Hillsborough, to be held on December 16, 2009. RiskMetrics is North America's leading independent proxy and corporate governance advisory firm whose recommendations are widely followed by hundreds of major investment firms in Canada.

By way of plan of arrangement (the "Arrangement Agreement"), as announced on November 1, 2009, Vitol will acquire all of Hillsborough's issued and outstanding common shares and 10% convertible debentures that are due and payable in February 2013. Through the Arrangement Agreement, Hillsborough's shareholders have an opportunity to realize a substantial and immediate premium of approximately 58.7% for their investment (based on the closing price of Hillsborough's shares on the day before Vitol announced its intention to acquire the company) and the debentureholders will be repaid in full by way of a cash payment of the principal amount outstanding, together with any accrued interest.

"We are pleased with the recommendation of RiskMetrics supporting the acquisition by Vitol," said Michael Fitch, Chair of the Special Committee of Hillsborough. "We continue to receive a high level of voting support for the acquisition and encourage securityholders to vote before the deadline on Monday, December 14, 2009 at 6:00 a.m. Eastern Time."


Registered shareholders:
(Shareholders who have a physical certificate in their name)

Internet: www.investorvote.com (enter your 6 digit control number provided on the proxy form)
Telephone: 1-866-732-VOTE (8683)
Fax: 1-866-249-7775 (Toll Free North America)

Non-Registered shareholders:
(Shareholders who hold their shares through a Broker, Bank or other Nominee)

Internet: www.proxyvote.com enter your 12 digit control number
Fax: CDN – (905) 507-7793 or toll free 1-866-623-5305 / US – (631) 254-7622
Telephone: CDN – (ENG) 1-800-474-7493 (FR) 1-800-474-7501 / US – 1-800-454-8683

If you have any questions or require further assistance in voting your shares, please contact Kingsdale Shareholder Services Inc. at 1-877-657-5856 (toll-free inside North America) or 416-867-2272 (if you are outside North America).

About Hillsborough
Hillsborough Resources Limited is a Western Canadian coal mining company.

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: (i) approval of applicable governmental authorities, (ii) required Hillsborough shareholder and debentureholder approval, including approval by a "majority of the minority" in accordance with MI 61-101, (iii) necessary court approvals, and (iv) 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)