( MNP ) 07/07 08:14AM SPQ : Cliffs Majority Position in Spider and Extension of Cliffs Offer
SPIDER RESOURCES INC. ("SPQ-V")
CLIFFS NATURAL RESOURCES INC ("CLF-N")
- Cliffs Majority Position in Spider and Extension of Cliffs Offer
The Special Committee of the board of directors and the board of
directors of Spider Resources Inc. ("Spider") announced that all of the
conditions to the previously disclosed offer by Cliffs Natural Resources
Inc. ("Cliffs") for the outstanding common shares of Spider at $0.19 in
cash per common share ("Cliffs' $0.19 Offer") have been satisfied or
waived. Please refer to Spider's press release of July 2, 2010 for more
information about Spider's acceptance of Cliffs' $0.19 Offer and to Cliffs'
original offer and accompanying circular dated May 31, 2010, and notice of
variation dated June 25, 2010 filed under Spider's profile at
www.sedar.com.
Consequently, Cliffs has taken up the approximately 316 million common
shares of Spider that were validly tendered as of July 6, 2010 at 12:01
a.m. (Eastern Time) (the "Original Expiry Time") under Cliffs' $0.19 Offer.
When combined with Cliffs' prior holdings, Cliffs now owns approximately
52.1% of the 659,262,891 common shares of Spider currently outstanding,
representing a majority of the common shares of Spider on a fully-diluted
basis, including common shares of Spider underlying outstanding warrants
and options. The total includes approximately 74.6 million common shares
held by Spiders largest shareholder, MineralFields Group, representing
approximately 11.3% of the fully-diluted common shares of Spider.
Additional common shares of Spider may have been tendered prior to the
Original Expiry Time but not counted due to a power failure in Toronto late
yesterday. Those additional shares, if any, will be tabulated today and
included in the shares taken up by Cliffs.
In order to permit additional common shares of Spider to be tendered to
Cliffs' $0.19 Offer, Cliffs has provided Spider with a notice of extension,
extending the time of expiry of Cliffs' $0.19 Offer to 11:59 p.m. (Eastern
Time) on July 16, 2010 (the "Extended Expiry Time"). The notice of
extension is filed under Spiders profile at www.sedar.com. All common
shares of Spider validly tendered by the Extended Expiry Time will be taken
up and paid for under Cliffs' $0.19 Offer.
Neil Novak, President and CEO of Spider states: "The all cash offer by
Cliffs, provides the certainty of a cash return, that all Spider's
shareholders can take advantage of over the extension period, if they
haven't done so already. 52% of Spider's shareholders have already opted
for the offer and tendered their shares. This is a great barometer by which
to measure the fairness of the Cliffs cash offer for your company. Never in
the history of Spider has our market capital reached the level of $125
million. This is $125 million coming into the hands of mostly Canadians for
26.5% of Big Daddy. The all cash offer provides each of us the opportunity
to take money out of the market and perhaps reinvest with other Ring of
Fire explorers. Bringing the Big Daddy project into production will be
challenging on many levels. Cliffs is prepared for these challenges and has
the financial ability and development expertise with a proven track record
to see Spider's Big Daddy deposit become a mine".
Not included in the 316 million common shares taken up by Cliffs as of
the Original Expiry Time are approximately 26.9 million common shares of
Spider underlying outstanding warrants and options held by Spider's
directors and officers. As previously disclosed, Spider's directors and
officers have entered into lock-up agreements with Cliffs agreeing to
tender these common shares, which represent approximately 4.1% of the
fully-diluted common shares of Spider, prior to the Extended Expiry Time.
Cliffs' $0.19 Offer represents a 138% premium over the closing price of
the common shares of Spider on the TSX Venture Exchange on May 21, 2010,
the last trading day prior to Cliffs' announcement of its intention to bid
for the common shares of Spider. Cliffs' $0.19 Offer implies a total equity
value for Spider on a fully-diluted basis of approximately $125 million.
The following story was published on Thomson ONE:
About Spider Resources Inc.Spider Resources Inc. is the "Spark that set
off the Ring of Fire". Spider, the Pioneer Explorer in the James Bay Region
of Northern Ontario since 1993 was responsible for the discovery of eight
kimberlites (1994-95), ten VMS occurrences, including two VMS deposits
(2002-2006) and one chromite deposit (2006). Regional geophysical surveys
and other exploration efforts as initially conducted by Spider formed the
exploration data-set that led to the first discovery of chromite in the
area in February 2006, in a peridotite intrusion, and about a year later
led to the eventual discovery of additional chromite deposits and related
magmatic massive sulphide nickel deposits by others. Spider Resources Inc.
is a Tier 2 Canadian exploration company, quoted for trading on the TSX
Venture Exchange under the symbol SPQ.
