HATHOR EXPLORATION LIMITED AND TERRA VENTURES INC. COMPLETE MERGER
Aug 05, 2011
OTC Disclosure News Service
Vancouver, BC, Canada –
NOT FOR DISTRIBUTION TO UNITED STATESNEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
HATHOR EXPLORATION LIMITEDAND TERRA VENTURES INC.
Vancouver, British Columbia – HathorExploration Limited (TSX: HAT) (“Hathor”) and Terra Ventures Inc. (TSX-V:TAS) (“Terra”)are pleased to announce the completion of thepreviously announced plan of arrangement (the “Arrangement”). On August 4, 2011,Terra received final approval from the Supreme Court of British Columbia tocomplete the Arrangement. The Arrangement became effective today andTerra is now a wholly-owned subsidiary of Hathor.
Terra’scommon shares (“TerraShares”) are expected to be delisted from the TSX Venture Exchangeon or about August 8,2011. Hathor’s common shares (“Hathor Shares”) continue to trade on theToronto Stock Exchange under the symbol “HAT”.
Underthe terms of the Arrangement, Terra’s shareholders received 0.20 of a Hathor Share in exchange for each Terra Share held. Terra warrantholders andoptionholders are entitled to receive, upon exercise of a Terra warrant orTerra option, as the case may be, 0.20 of a Hathor Share in substitute for each Terra Share to be received upon exercise. All Terra options will expire on the earlierof the original expiry date of such Terra options and August 5, 2013.
Inorder to receive the Hathor Shares to which they are entitled, former holdersof Terra Shares must complete and return to Computershare Investor ServicesInc., the certificate representing the Terra shares previously held by suchshareholder together with a completed and executed letter of transmittal whichwas mailed to shareholders with the Terra management information circular datedJune 30, 2011 (the “Circular”) nconnection with the August 2, 2011 Terra meeting held to approve theArrangement. Further details regarding the terms of the Arrangement are set outin the Circular which is available at www.sedar.comunder Terra’s profile.
The Arrangementconsolidates a 100% interest in the Roughrider uranium deposit and 100%interest in thelarge and prospective Russell Lake exploration project, located at either end,respectively, of the prolificeastern corridor of the Athabasca Basin. Hathor believes this consolidation ofproperty ownership will create value to a degree not possible for eithercompany to achieve on its own.
Hathor is a publicly-tradedmineral exploration company listed on the Toronto Stock Exchange trading underthe symbol HAT. Hathoris focused on uranium exploration in the Athabasca Basin region of Saskatchewanand Alberta. TheAthabasca Basin is the pre-eminent exploration district in the world for highgrade uranium, and for the past 30 years has been responsible for between 20and 30% of global annual uranium mine production. Hathor’s Roughrider uraniumdeposit is within the northern part of the main uranium-producing easterncorridor of the Athabasca Basin. The property has beenconverted from mineral claim to mineral lease, and following the discovery in2008, Hathor continues to drill, update and optimize the overall resourcepotential of three different mineral zones identified to date.
For further Information, contact:
Michael H. Gunning, Ph.D, P.Geo
The TorontoStock Exchange does not accept responsibility for the adequacy or accuracy ofthis press release.
Neither the TSXVenture Exchange nor its Regulation Service Provider (as that term is definedin the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of thisnew release.
None of thesecurities anticipated to be issued under the plan of arrangement have been orwill be registered under the Securities Act of 1933, as amended, or any statesecurities laws, and such securities are anticipated to be issued in the UnitedStates pursuant to exemptions from such registration requirements. This press release shall not constitute an offer to sell or solicitationof an offer to buy any securities in any jurisdiction where such an offer orsale would be unlawful.
Forward Looking Information
This pressrelease contains “forward-looking information” within the meaning of applicableCanadian securities legislation, including information relating to Hathor orTerra’s future financial or operating performance may be deemed “forwardlooking”. All statements in this news release, other than statements of historicalfact, that address events or developments that Hathor or Terra expects tooccur, are “forward-looking statements”. Forward-lookingstatements are statements that are not historical facts and are generally, butnot always, identified by the words “expects”, “does not expect”, “plans”,“anticipates”, “does not anticipate”, “believes”, “intends”, “estimates”,“projects”, “potential”, “scheduled”, “forecast”, “budget” and similarexpressions, or that events or conditions “will”, “would”, “may”, “could”,“should” or “might” occur. All suchforward-looking statements are based on the opinions and estimates of therelevant management as of the date such statements are made and are subject toimportant risk factors and uncertainties, many of which are beyond Hathor orTerra’s ability to control or predict. Forward–looking statements are necessarily based onestimates and assumptions (including that the Arrangement will be completedsuccessfully on the terms agreed upon by the parties and that the business ofTerra will be integrated successfully into the Hathor organization) that areinherently subject to known and unknown risks, uncertainties and other factorsthat may cause actual results, level of activity, performance or achievementsto be materially different from those expressed or implied by suchforward-looking statements. In the case ofHathor and Terra, these facts include their anticipated operations in futureperiods, planned exploration and development of its properties, and plans related to its business and other mattersthat may occur in the future. Thisinformation relates to analyses and other information that is based onexpectations of future performance and planned work programs. Statementsconcerning mineral resource estimates may also be deemed to constituteforward-looking information to the extent that they involve estimates of themineralization that will be encountered if a mineral property is developed. Forward-lookinginformation is subject to a variety of known and unknown risks, uncertaintiesand other factors which could cause actual events or results to differ fromthose expressed or implied by the forward-looking information, including,without limitation: exploration hazards and risks; risks related to explorationand development of natural resource properties; uncertainty in Hathor’s abilityto obtain funding; uranium price fluctuations; recent market events andconditions; risks related to the uncertainty of mineral resource calculationsand the inclusion of inferred mineral resources in economic estimation; risksrelated to governmental regulations; risks related to obtaining necessarylicenses and permits; risks related to their business being subject toenvironmental laws and regulations; risks related to their mineral propertiesbeing subject to prior unregistered agreements, transfers, or claims and otherdefects in title; risks relating to competition from larger companies withgreater financial and technical resources; risks relating to the inability tomeet financial obligations under agreements to which they are a party; abilityto recruit and retain qualified personnel; and risks related to their directorsand officers becoming associated with other natural resource companies whichmay give rise to conflicts of interests. This list isnot exhaustive of the factors that may affect Hathor or Terra’s forward-lookinginformation. Should one or more of these risks and uncertainties materialize, orshould underlying assumptions prove incorrect, actual results may varymaterially from those described in the forward-looking information. Hathor andTerra’s forward-looking information is based on the reasonable beliefs,expectations and opinions of their respective management on the date thestatements are made and neither Hathor nor Terra assumes any obligation toupdate forward-looking information if circumstances or management’s beliefs,expectations or opinions change, except as required by law. For the reasonsset forth above, investors should not place undue reliance on forward-lookinginformation. For a complete discussion, please refer to Hathor’s Annual InformationForm, its audited financial statements and MDA for the year ended March31, 2011 and Terra’s audited financial statements and MDA for the yearended February 28, 2011, all of which is filed on SEDAR at www.sedar.com.
The above news release has been provided by the above company via the OTC Disclosure and News Service. Issuers of news releases and not OTC Markets Group Inc. are solely responsible for the accuracy of such news releases.