SPIDER RESOURCES INC. ("SPQ")
BULLETIN TYPE: Delist-Offer to Purchase
BULLETIN DATE: October 6, 2010
TSX Venture Tier 2 Company
Effective at the close of business October 6, 2010, the common shares of Spider Resources Inc. (the "Company") will be delisted from TSX Venture Exchange. The delisting of the Company's shares results from an amalgamation agreement (the "Agreement"), between the Company, 7557558 Canada Inc. ("Numco") - an indirect wholly-owned subsidiary of Cliffs Natural Resources Inc. ("Cliffs"), a NYSE-listed company and 7560869 Canada Inc. ("Newco") - a wholly-owned subsidiary of Numco. Pursuant to the terms of the Agreement, the Company and Newco will amalgamate on October 6, 2010 to a form a new corporation ("Amalco").
Upon the amalgamation:
(i) the Company's shareholders (other than those owned by shareholders exercising statutory dissent rights and Newco) will receive one redeemable preferred share of Amalco for every Company share held, which shares will be redeemed immediately after the amalgamation for consideration of $0.19 per share,
(ii) shares of the Company held by Newco will be cancelled without payment of any consideration,
(iii) shares of the Company held by persons exercising statutory dissent rights will be cancelled and such persons will thereafter be entitled to receive as consideration for their share the fair value thereof determined in accordance to CBCA, and
(iv) the outstanding common shares of Newco, all of which are held by Numco, will be exchanged for one common share of Amalco.
The Company will be delisted from the TSX Venture Exchange and Amalco will become an indirect wholly-owned subsidiary of Cliffs.
For further information, please refer to the Company's press releases dated July 2, 2010, July 6, 2010, July 20, 2010, and October 4, 2010 and the Management Information Circular dated September 7, 2010.
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