Spider to sell shares for 19 cents to Cliffs Natural
Ticker Symbol: C:SPQ

Spider to sell shares for 19 cents to Cliffs Natural

Spider Resources Inc (C:SPQ)
Shares Issued 573,675,981
Last Close 7/2/2010 $0.185
Friday July 02 2010 - News Release

Mr. Neil Novak reports

SPIDER RESOURCES INC. ENTERS INTO SUPPORT AGREEMENT AND RECOMMENDS ACCEPTANCE OF CLIFFS 19-cent OFFER

Spider Resources Inc. has executed a definitive support agreement with Cliffs Natural Resources Inc., under which Spider has agreed to support Cliffs Natural's previously disclosed offer for the outstanding common shares of Spider at 19 cents in cash per common share. In addition, Spider's directors and officers have entered into lock-up agreements with Cliffs supporting Cliffs Natural's 19-cent offer. By signing the lock-up agreements, Spider's directors and officers have agreed to tender their shares to Cliffs Natural's 19-cent offer. Refer to Stockwatch news dated June 28, 2010, for more information about Cliffs Natural's 19-cent offer and to Cliffs Natural's notice of variation dated June 25, 2010, filed under Spider's profile at SEDAR's website.

Spider accepted Cliffs Natural's 19-cent offer after being informed by KWG Resources Inc., on Friday morning (July 2, 2010) that KWG had decided not make an offer to match Cliffs Natural's 19-cent offer by amending the terms of the combination agreement among KWG, 7569076 Canada Inc. and Spider, dated as of June 11, 2010, as amended by the terms proposed by KWG to Spider on June 23, 2010, and accepted by Spider on June 25, 2010. Accordingly, Spider has terminated the combination agreement and has paid KWG a termination fee of $2.3-million under the terms of the combination agreement.

In accordance with its support agreement with Cliffs, Spider has cancelled the special meeting of shareholders that had been called to consider the proposed amalgamation between Spider and KWG subco on July 8, 2010.

"We have agreed to give our full support to Cliffs because Cliffs' 19-cent offer is clearly in the best interest of Spider's shareholders. All directors and officers of Spider have agreed to tender their shares under Cliffs' 19-cent offer, and we strongly recommend that all other Spider shareholders tender as well," stated Neil Novak, president and chief executive officer of Spider.

Cliffs Natural's 19-cent Offer represents a 138-per-cent 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 Natural's announcement of its intention to bid for the common shares of Spider. Cliffs Natural's 19-cent offer implies a total equity value for Spider on a fully diluted basis of approximately $125-million.

Under Cliffs Natural's notice of variation in respect of Cliffs Natural's 19-cent offer, the minimum tender condition requires that there shall have been validly deposited under the bid and not withdrawn at the time of expiry such number of shares of Spider that, together with such shares held by Cliffs, constitutes at least 50.1 per cent of the common shares then outstanding, calculated on a fully diluted basis. Cliffs Natural's 19-cent offer expires on July 6, 2010, at 12:01 a.m. (Eastern Time).

Cliffs currently holds approximately 4.2 per cent of the outstanding shares of Spider on a fully diluted basis. In addition, the lock-ups received from Spider directors and officers represent approximately 6.2 per cent of the outstanding shares of Spider on a fully diluted basis. Further, as previously disclosed, Cliffs has a lock-up agreement with Spider's largest shareholder, MineralFields Group, under which it has agreed to tender its Spider shares, which represent 10.8 per cent of the outstanding shares of Spider on a fully diluted basis.

TD Securities Inc. continues to provide financial advisory services to Spider's special committee in connection with the proposed acquisition of Spider.

In addition, Laurel Hill Advisory Group continues to be available to take shareholders' questions in relation to the proposed acquisition of Spider.

2010 Canjex Publishing Ltd.