Goodbye Spider!
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.