VANCOUVER, BRITISH COLUMBIA, Sep. 18, 2009 (Marketwire) --
VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 09/18/09 -- Hathor Exploration Limited ("Hathor") (TSX-V: HAT) is pleased to announce that it has signed a definitive Arrangement Agreement to acquire all of the outstanding shares of Northern Continental Resources Inc. ("Northern Continental") (TSX-V: NCR) in an all share transaction (the "Transaction"). The Transaction, which was announced on July 15, 2009 and deemed a "Superior Proposal" on July 16, 2009, is scheduled to close shortly after the shareholder meeting on November 10, 2009, subject to, among other conditions, Northern Continental obtaining shareholder approval, TSX Venture Exchange approval, and interim and final orders of the Supreme Court of British Columbia.
Northern Continental's Board of Directors, who have received an oral fairness opinion from Dundee Securities Corporation, consider the terms of the offer fair from a financial point of view and in the best interest of Northern Continental shareholders, and unanimously recommended that Northern Continental shareholders vote in favour of the Transaction. Northern Continental's management and Board of Directors have signed lock-up agreements pursuant to which they have agreed to vote their Northern Continental shares in favour of the Transaction.
Hathor has also signed a Loan Agreement with Northern Continental pursuant to which Hathor has agreed to advance a loan to Northern Continental (the "Bridge Loan") up to $1,500,000, repayable by Northern Continental together with interest at the rate of 5% per annum and other amounts in the event of termination of the Transaction and, at the election of Hathor, convertible into common shares of Northern Continental at a price of $0.185 per common share. The Bridge Loan will provide working capital for Northern Continental until the completion of the Transaction.
Northern Continental is a joint venture partner of Hathor on the Russell Lake Uranium Project located in the Athabasca Basin of Northern Saskatchewan, in which Northern Continental currently holds a 60% interest and Hathor a 40% interest.
Hathor will acquire Northern Continental on the basis of 0.1389 Hathor common shares for each Northern Continental common share (the "Exchange Ratio") resulting in the issuance of up to 8,770,813common shares to Northern Continental shareholders. As at July 15, 2009, the date of announcement, the transaction represents a 132% premium based on the 30 day volume weighted average price and a 100% premium over the closing price of Northern Continental shares on April 30th, 2009.
