Spider suitor Cliffs barely takes up majority of shares
Ticker Symbol: C:SPQ

Spider suitor Cliffs barely takes up majority of shares

Spider Resources Inc (C:SPQ)
Shares Issued 628,152,110
Last Close 7/6/2010 $0.185
Tuesday July 06 2010 - News Release

Mr. Neil Novak reports

SPIDER RESOURCES INC. ANNOUNCES 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") (TSX VENTURE:SPQ) announced today 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.

� 2010 Canjex Publishing Ltd.