Northern Continental Resources Inc.
TSX VENTURE : NCR

Northern Continental Resources Inc.

September 12, 2008 09:00 ET

Northern Continental Board of Directors Approves Shareholder Rights Plan

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 12, 2008) - Northern Continental Resources Inc. (the "Company") (TSX VENTURE:NCR) announced today that its board of directors has approved the adoption of a Shareholder Rights Plan subject to shareholder approval.

The purpose of the Shareholder Rights Plan is to provide shareholders and the Company's Board of Directors with adequate time to consider and evaluate any unsolicited bid made for the Company, to provide the Board with adequate time to identify, develop and negotiate value-enhancing alternatives, if considered appropriate, to any such unsolicited bid, to encourage the fair treatment of shareholders in connection with any take-over bid for the Company and to ensure that any proposed transaction is in the best interests of the Company's shareholders.

The rights issued under the Shareholder Rights Plan will become exercisable only if a person, together with its affiliates, associates and joint actors, acquires or announces its intention to acquire beneficial ownership of shares which when aggregated with its current holdings total 20% or more of the Company's outstanding common shares (determined in the manner set out in the Shareholder Rights Plan), other than by a Permitted Bid. Permitted Bids must be made by way of a take-over bid circular prepared in compliance with applicable securities laws and, among other conditions, must remain open for 60 days. In the event that a take-over bid does not meet the Permitted Bid requirements of the Shareholder Rights Plan, the rights will entitle shareholders, other than any shareholder or shareholders making the take-over bid, to purchase additional common shares of the Company at a substantial discount to the market price of the common shares at that time.

A copy of the Shareholder Rights Plan was provided to the TSX Venture Exchange (the "TSXV") on September 2, 2008. On September 9, 2008 the TSXV indicated that it had no objection to the adoption of the Shareholder Rights Plan subject to evidence of shareholder approval of the Shareholder Rights Plan within 6 months of the date of the Shareholder Rights Plan, and public disclosure of this news release. The Company will seek shareholder approval of the Shareholder Rights Plan at the annual general and special meeting of shareholders to be held on November 7, 2008.

For further information on Northern Continental, visit our website at www.northerncontinental.ca.

NORTHERN CONTINENTAL RESOURCES INC.

Warren Stanyer, President & CEO

Forward Looking Statements

This news release contains "forward-looking statements" that are based on Northern Continental's current expectations, estimates, forecasts and projections. These forward-looking statements include statements regarding Northern Continental's outlook for our future operations, plans and timing for the commencement or advancement of exploration activities on our properties, and other expectations, intention and plans that are not historical fact. The words "estimates", "projects", "expects", "intends", "believes", "plans", or their negatives or other comparable words and phrases are intended to identify forward-looking statements. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Many of these factors are beyond the control of Northern Continental. Consequently, all forward-looking statements made in this news release are qualified by this cautionary statement and there can be no assurance that actual results or developments anticipated by Northern Continental will be realized. For the reasons set forth above, investors should not place undue reliance on such forward-looking statements. Northern Continental disclaims any intention or obligation to update or revise forward-looking information, whether as a result of new information, future events or otherwise.

The TSX Venture Exchange has not reviewed, and does not accept responsibility for the adequacy or accuracy of the contents of this news release.

Contact Information

  • Northern Continental Resources Inc.
    Warren Stanyer
    President & CEO
    (604) 685-9255 or Toll Free: 1-800-449-4435
    Website: www.northerncontinental.ca