VANCOUVER, BRITISH COLUMBIA, Sep. 18, 2009 (Marketwire) --
VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 09/18/09 -- Northern Continental Resources Inc. (TSX VENTURE: NCR) ("Northern" or the "Company") announced today that further to its press release dated July 28, 2009, Northern has rescheduled the special meeting of Northern shareholders from September 25, 2009 to November 10, 2009, at which Northern shareholders will be asked to approve the plan of arrangement (the "Arrangement") with Hathor Exploration Limited ("Hathor").
Northern is also pleased to announce that it has entered into the definitive Arrangement Agreement with Hathor to effect the Arrangement and a convertible loan agreement with Hathor (the "Bridge Loan"). Under the terms of the Arrangement Agreement, Hathor will acquire Northern on the basis of 0.1389 Hathor common shares for each Northern common share (the "Exchange Ratio") resulting in the issuance of up to 8,770,813 Hathor common shares to Northern shareholders (the "Transaction"). As at July 15, 2009, the date of announcement of Hathor's offer to enter into a plan of arrangement with Northern, 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 shares on April 30th, 2009. The Arrangement is subject to, among other conditions, receipt of court, stock exchange and Northern shareholder approvals.
Under the terms of the Bridge Loan, Hathor has agreed to advance Northern up to $1.5 million, convertible in certain circumstances into common shares of Northern at a price of $0.185 per share. The Bridge Loan will provide working capital and transaction costs for Northern until the completion of the Arrangement and also provided the funds payable by Northern in connection with the termination of Northern's arrangement agreement with Denison Mines Corp.
Northern'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 shareholders, and unanimously recommend that Northern shareholders vote in favour of the Transaction. Northern's management and Board of Directors have signed lock-up agreements pursuant to which they have agreed to vote their Northern shares in favour of the Transaction.
Further details of the Arrangement will be included in the Management Information Circular and Arrangement Agreement to be filed with the regulatory authorities and mailed to Northern shareholders in accordance with applicable securities laws.
ON BEHALF OF THE BOARD
Warren Stanyer, President and CEO
This press release contains forward-looking information within the meaning of Canadian securities laws.
