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Hathor Exploration Limited and Terra Ventures Inc. complete merger

August 5, 2011

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES/

VANCOUVER, Aug. 5, 2011 /PRNewswire/ – Hathor Exploration Limited (TSX: HAT) (“Hathor“) and Terra Ventures Inc. (TSX-V:TAS) (“Terra“) are pleased to announce the completion of the previously announced
plan of arrangement (the “Arrangement“).  On August 4, 2011, Terra received final approval from the Supreme
Court of British Columbia to complete the Arrangement. The Arrangement
became effective today and Terra is now a wholly-owned subsidiary of
Hathor.

Terra’s common shares (“Terra Shares”) are expected to be delisted from
the TSX Venture Exchange on or about August 8, 2011.  Hathor’s common
shares (“Hathor Shares”) continue to trade on the Toronto Stock
Exchange under the symbol “HAT”.

Under the terms of the Arrangement, Terra’s shareholders received 0.20
of a Hathor Share in exchange for each Terra Share held. Terra
warrantholders and optionholders are entitled to receive, upon exercise
of a Terra warrant or Terra 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 earlier of the original
expiry date of such Terra options and August 5, 2013.

In order to receive the Hathor Shares to which they are entitled, former
holders of Terra Shares must complete and return to Computershare
Investor Services Inc., the certificate representing the Terra shares
previously held by such shareholder together with a completed and
executed letter of transmittal which was mailed to shareholders with
the Terra management information circular dated June 30, 2011 (the “Circular“) n connection with the August 2, 2011 Terra meeting held to approve
the Arrangement. Further details regarding the terms of the Arrangement
are set out in the Circular which is available at www.sedar.com under Terra’s profile.

The Arrangement consolidates a 100% interest in the Roughrider uranium
deposit and 100% interest in the large and prospective Russell Lake
exploration project, located at either end, respectively, of the
prolific eastern corridor of the Athabasca Basin. Hathor believes this
consolidation of property ownership will create value to a degree not
possible for either company to achieve on its own.

About Hathor

Hathor is a publicly-traded mineral exploration company listed on the
Toronto Stock Exchange trading under the symbol HAT. Hathor is focused
on uranium exploration in the Athabasca Basin region of Saskatchewan
and Alberta. The Athabasca Basin is the pre-eminent exploration
district in the world for high grade uranium, and for the past 30 years
has been responsible for between 20 and 30% of global annual uranium
mine production. Hathor’s Roughrider uranium deposit is within the
northern part of the main uranium-producing eastern corridor of the
Athabasca Basin.  The property has been converted from mineral claim to
mineral lease, and following the discovery in 2008, Hathor continues to
drill, update and optimize the overall resource potential of three
different mineral zones identified to date.

The Toronto Stock Exchange does not accept responsibility for the
adequacy or accuracy of this press release.

Neither the TSX Venture Exchange nor its Regulation Service Provider (as
that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this new
release.

None of the securities anticipated to be issued under the plan of
arrangement have been or will be registered under the Securities Act of
1933, as amended, or any state securities laws, and such securities are
anticipated to be issued in the United States pursuant to exemptions
from such registration requirements.  This press release shall not
constitute an offer to sell or solicitation of an offer to buy any
securities in any jurisdiction where such an offer or sale would be
unlawful
.

Forward Looking Information

This press release contains “forward-looking information” within the
meaning of applicable Canadian securities legislation, including
information relating to Hathor or Terra’s future financial or operating
performance may be deemed “forward looking”. All statements in this
news release, other than statements of historical fact, that address
events or developments that Hathor or Terra expects to occur, are
“forward-looking statements”. Forward-looking statements are statements
that are not historical facts and are generally, but not always,
identified by the words “expects”, “does not expect”, “plans”,
“anticipates”, “does not anticipate”, “believes”, “intends”,
“estimates”, “projects”, “potential”, “scheduled”, “forecast”, “budget”
and similar expressions, or that events or conditions “will”, “would”,
“may”, “could”, “should” or “might” occur. All such forward-looking
statements are based on the opinions and estimates of the relevant
management as of the date such statements are made and are subject to
important risk factors and uncertainties, many of which are beyond
Hathor or Terra’s ability to control or predict. Forward-looking
statements are necessarily based on estimates and assumptions
(including that the Arrangement will be completed successfully on the
terms agreed upon by the parties and that the business of Terra will be
integrated successfully into the Hathor organization) that are
inherently subject to known and unknown risks, uncertainties and other
factors that may cause actual results, level of activity, performance
or achievements to be materially different from those expressed or
implied by such forward-looking statements. In the case of Hathor and
Terra, these facts include their anticipated operations in future
periods, planned exploration and development of its properties, and
plans related to its business and other matters that may occur in the
future. This information relates to analyses and other information that
is based on expectations of future performance and planned work
programs. Statements concerning mineral resource estimates may also be
deemed to constitute forward-looking information to the extent that
they involve estimates of the mineralization that will be encountered
if a mineral property is developed. Forward-looking information is
subject to a variety of known and unknown risks, uncertainties and
other factors which could cause actual events or results to differ from
those expressed or implied by the forward-looking information,
including, without limitation: exploration hazards and risks; risks
related to exploration and development of natural resource properties;
uncertainty in Hathor’s ability to obtain funding; uranium price
fluctuations; recent market events and conditions; risks related to the
uncertainty of mineral resource calculations and the inclusion of
inferred mineral resources in economic estimation; risks related to
governmental regulations; risks related to obtaining necessary licenses
and permits; risks related to their business being subject to
environmental laws and regulations; risks related to their mineral
properties being subject to prior unregistered agreements, transfers,
or claims and other defects in title; risks relating to competition
from larger companies with greater financial and technical resources;
risks relating to the inability to meet financial obligations under
agreements to which they are a party; ability to recruit and retain
qualified personnel; and risks related to their directors and officers
becoming associated with other natural resource companies which may
give rise to conflicts of interests. This list is not exhaustive of the
factors that may affect Hathor or Terra’s forward-looking information. 
Should one or more of these risks and uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may vary
materially from those described in the forward-looking information.
Hathor and Terra’s forward-looking information is based on the
reasonable beliefs, expectations and opinions of their respective
management on the date the statements are made and neither Hathor nor
Terra assumes any obligation to update forward-looking information if
circumstances or management’s beliefs, expectations or opinions change,
except as required by law. For the reasons set forth above, investors
should not place undue reliance on forward-looking information. For a
complete discussion, please refer to Hathor’s Annual Information Form,
its audited financial statements and MD&A for the year ended March 31,
2011 and Terra’s audited financial statements and MD&A for the year
ended February 28, 2011, all of which is filed on SEDAR at www.sedar.com.

Michael H. Gunning, Ph.D, P.Geo
President & CEO
Tel: 604-684-6707
www.hathor.ca

SOURCE Terra Ventures Inc.


Source: newswire



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