Natcore Technology Inc.: Shareholders Rights Plan to Be Implemented at Annual General Meeting

RED BANK, NJ–(December 10, 2009) – Natcore Technology Inc. (TSX-V:NXT) advises that, subject to shareholder approval at the Annual General Meeting to be tentatively scheduled in early June, 2010, and the approval of the TSX Venture Exchange, a shareholders rights plan (the “Rights Plan”) will be implemented. The Rights Plan is designed to encourage the fair treatment of shareholders in the event of any take-over offer for Natcore. The Rights Plan will provide the Board and the shareholders with more time than the 35 days provided by statute, to fully consider any unsolicited take-over bid for the company without undue pressure, and allow the Board to pursue, if appropriate, other alternatives to maximize shareholder value and to allow additional time for competing bids to emerge.”We are still in the early stages of developing and deploying our technology,” notes Chuck Provini, Natcore’s president and CEO. “Ultimately, however, we firmly believe that the value of our applications, especially the dramatic advances we hope to achieve in solar cell efficiencies, could far exceed the current, relatively small market capitalization of our company. Thus, we are implementing a shareholders rights plan to protect and maximize the value held by our stakeholders.”Under the Rights Plan, a bidder making a Permitted Bid (as defined in the Rights Plan) for the common shares of the Company may not take up any shares before the close of business on the 60th day after the date of the bid and unless at least 50% of the company’s common shares not beneficially owned by the person making the bid and certain related parties are deposited, in which case the bid must be extended for 10 business days on the same terms to allow other shareholders to deposit to the bid. The Rights Plan will encourage an offeror to proceed by way of Permitted Bid or to approach the Board with a view to negotiation by creating the potential for substantial dilution of the offeror’s position if a non-Permitted Bid is attempted. The Permitted Bid provisions of the Rights Plan are designed to ensure that, in any take-over bid, all shareholders are treated equally, receive the maximum available value for their investment and are given adequate time to properly assess the bid on a fully informed basis.

The Rights Plan is not being proposed in response to, or in anticipation of, any acquisition or take-over offer and is not intended to prevent a take-over of Natcore, to secure continuance of current management or the directors in office or to deter fair offers for the common shares of the company. The Rights Plan does not affect in any way the financial condition of the company. The initial issuance of the rights pursuant to the Rights Plan is not dilutive and will not affect reported earnings per share or cash flow per share until the rights separate from the underlying common shares and become exercisable.

The Rights Plan is subject to the approval of TSX Venture Exchange and the approval of the shareholders. Shareholders should refer to the Information Circular for the Annual General Meeting when available for further details.

Having been independently tested and verified by one of the world’s most respected science and technology laboratories, Natcore’s technology is now in the process of being commercialized. Our goal: to make stand-alone solar energy competitive with conventional power generation.


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