Spider Shareholders Approve Amalgamation Resulting In Cliffs Owning 100% Of Spider

10/04/2010 [ACCESSWIRE]

TORONTO, ONTARIO – (October 4, 2010) – Spider Resources Inc. (“Spider”) (TSX-V: SPQ) today announces that at a special meeting of shareholders held this morning, its shareholders approved the previously announced proposed amalgamation (the “Amalgamation”) of Spider and 7560869 Canada Inc. (“Newco”), a direct wholly-owned subsidiary of 7557558 Canada Inc. (the “Offeror”) and an indirect wholly-owned subsidiary of Cliffs Natural Resources Inc. (“Cliffs”) (NYSE: CLF) (Paris: CLF). The special resolution approving the Amalgamation was approved by approximately 98% of the votes cast by holders of common shares of Spider (the “Spider Shares”) and approximately 98% of the votes cast by “minority” holders of Spider Shares (holders other than the Offeror). Subject to the satisfaction of the conditions contained in the agreement in respect of the Amalgamation among Spider, Newco and the Offeror, and the filing of articles of amalgamation, the Amalgamation is expected to occur on October 6, 2010.

The Amalgamation will result in the Offeror owning 100% of the common shares of the corporation resulting from the Amalgamation, which will also be named Spider Resources Inc. Holders of Spider Shares immediately prior to the Amalgamation, other than Newco and the dissenting shareholders, will receive one redeemable preferred share of Spider Resources Inc. (as the corporation resulting from the amalgamation) per Spider Share held. The redeemable preferred shares will be redeemed on the redemption date, which is expected to be October 6, 2010, for $0.19 in cash per share, the same price per Spider Share paid on July 6, July 16, and July 26, 2010 under the Offeror’s offer for Spider Shares dated May 31, 2010, as varied and extended.

The meeting materials mailed to Spider shareholders in advance of today’s shareholders meeting, which are available at the Canadian Securities Administrators’ SEDAR website at www.sedar.com, contain instructions for such shareholders to receive the cash payable to them in connection with the Amalgamation. Registered shareholders with any questions or requests for assistance in surrendering their share certificates may contact Equity Transfer & Trust Company by telephone 416-361-0152 or toll-free within Canada and the United States at 1-866-393-4891. Shareholders holding Spider Shares which are registered in the name of a bank, trust company, investment dealer or broker or other nominee should contact their nominee holder.

The Spider Shares are expected to be delisted from and no longer be traded on the TSX Venture Exchange on the date of the Amalgamation in accordance with the rules and policies of the exchange.

Spider intends to apply to cease to be reporting issuer under Canadian securities laws, subject to the satisfaction of applicable regulatory requirements, the completion of the Amalgamation and certain other transactions. Spider expects that it will be deemed to have ceased to be a reporting issuer under applicable securities laws in Canada before the end of November 2010.

About Spider Resources Inc.
Spider Resources Inc. is a Tier 2 Canadian exploration company, quoted for trading on the TSX Venture Exchange under the symbol “SPQ”. There are currently 660,422,662 common shares issued and outstanding in Spider.

For further information concerning Spider Resources Inc., please contact:

NEIL D. NOVAK, P.Geo.

President and CEO

Direct: 416-203-8636

Email: info@spiderresources.com

Website: www.spiderresources.com

Corporate Office: 50 Richmond Street East, Suite 101, Toronto, ON M5C 1N7

This press release, required by applicable Canadian securities law, is not for distribution to U.S. news services or for dissemination in the United States, and does not constitute an offer of the securities described herein. These securities have not been registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States or to U.S. persons unless registered or exempt therefrom. This press release includes certain “"Forward-Looking Information” within the meaning of the Securities Act (Ontario). Other than statements of historical fact, all information is “Forward-Looking Information” that involve such various known and unknown risks, uncertainties and other factors. There can be no assurance that such statements will prove accurate. Results and future events could differ materially from those anticipated in such statements. Readers of this press release are cautioned not to place undue reliance on this “Forward-Looking Information”. All dollar amounts are Canadian dollars unless otherwise noted. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

(Not for dissemination in the United States of America)