Northern Continental Resources Inc.

Northern Continental Resources Inc.

May 01, 2009 09:00 ET

Northern Continental Agrees to be Acquired by Denison Mines Corp.

VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 1, 2009) - Northern Continental Resources Inc. (TSX VENTURE:NCR) ("Northern Continental" or the "Company") is pleased to announce that it has entered into a letter agreement (the "Letter Agreement") with Denison Mines Corp. ("Denison") providing for a business combination by plan of arrangement where Denison will acquire all of the issued securities of Northern Continental (the "Transaction"). Pursuant to the terms of the Letter Agreement, Denison intends to acquire all of the issued and outstanding common shares of Northern Continental on the basis of one common share of Denison for every 10.87 shares of Northern Continental (or, one common share of Northern Continental is equal to 0.0920 shares of Denison), which represents a 28.7% premium based on the 20 day volume weighted average price of Northern Continental's and Denison's shares, and an approximate 64.8% premium over the closing price of Northern Continental's shares on April 30th, 2009. As a result of the Transaction, all validly existing warrants, options and other rights to acquire common shares of Northern Continental will be deemed to represent comparable securities of Denison adjusted on the same share exchange ratio basis.

Upon completion of the Transaction, Denison will issue approximately 5,038,242 common shares to the Northern Continental shareholders.

The Transaction will occur by way of plan of arrangement with the ultimate form of the Transaction to be mutually determined by Denison and Northern Continental based on tax, securities and corporate law and other considerations. The Transaction will be subject to, among other things, receipt of regulatory, court, stock exchange and Northern Continental shareholder approvals, completion of accounting, tax, financial and legal due diligence to confirm the absence of any adverse material facts regarding each other party, receipt by Northern Continental of a final fairness opinion and completion of definitive documentation. A break fee of 4% of the value of the transaction is payable to Denison in the event that a superior unsolicited offer is accepted by Northern Continental.

Under the terms of the Letter Agreement, Denison has agreed to advance a loan to Northern Continental (the "Bridge Loan") of $495,000, repayable by Northern Continental together with interest at the rate of 5% per annum in the event of termination of the transaction and, at the election of Denison, convertible into common shares of Northern Continental at a price of $0.125 per share. The Bridge Loan will provide working capital for Northern Continental until the completion of the Transaction.

Dundee Securities Corporation has provided a verbal fairness opinion with respect to the Transaction to Northern Continental's special committee of independent directors. The Company's legal advisor is Gowling Lafleur Henderson LLP.

Further details of the Transaction will be included in the formal Arrangement Agreement and Management Information Circular to be filed with the regulatory authorities and mailed to Northern Continental shareholders in accordance with applicable securities laws.

About Denison

Denison Mines Corp. is a premier intermediate uranium producer in North America, with mining assets in the Athabasca Basin region of Saskatchewan, Canada and the southwest United States including Colorado, Utah, and Arizona. Denison has ownership interests in two of the four conventional uranium mills operating in North America today. Denison also has a strong exploration and development portfolio with large land positions in the United States, Canada, Mongolia and Zambia.

About Northern Continental

Northern Continental is a mineral exploration company with its primary focus being on the exploration and development of the Russell Lake Uranium Project located in the Athabasca Basin of Northern Saskatchewan, in which Northern Continental currently holds a 60% interest.

For further information about Northern Continental and its activities, please refer to the Company's website at and under the Company's profile at


Warren Stanyer, President and CEO

This news release may contain forward looking statements based on assumptions and judgments of management regarding future events or results that may prove to be inaccurate as a result of factors beyond its control, and actual results may differ materially from the expected results.

This press release contains forward-looking information within the meaning of Canadian securities laws. Such information includes, without limitation, information regarding: the completion of the Transaction. These forward-looking statements are made as of the date of this document Northern Continental does not intend, and does not assume any obligation, to update these forward-looking statements. Although the Company believes that such information is reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking information is typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. The Company cautions investors that any forward-looking information provided by the Company is not a guarantee of future results or performance, and that actual results may differ materially from those in forward looking information as a result of various factors, including, but not limited to, the state of the financial markets for the Company's equity securities, the state of the market for uranium or other minerals that may be produced generally, recent market volatility, variations in the nature, quality and quantity of any mineral deposits that may be located, the Company's ability to obtain any necessary permits, consents or authorizations required for its activities, to raise the necessary capital or to be fully able to implement its business strategies and other risks associated with the exploration and development of mineral properties. The reader is referred to the Company's most recent annual and interim Management's Discussion and Analysis for a more complete discussion of such risk factors and their potential effects, copies of which may be accessed through the Company's page on SEDAR at Although Northern Continental has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

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