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Northern Continental Resources Inc.: Northern Continental Reschedules Special Meeting and Enters Into Arrangement Agreement and

^{Published on 2009-09-18 15:37:19 - Market Wire}
 

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 18, 2009) - 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. Such information includes, without limitation, information regarding: the Hathor Arrangement and the Special Meeting of Northern Continental Shareholders. These forward-looking statements are made as of the date of this document and 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 [ www.sedar.com ]. 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 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 release.