Heatherdale Resources Ltd. ("Heatherdale") (TSX VENTURE:HTR) and
Niblack Mineral Development Inc. ("Niblack") (TSX VENTURE:NIB)
jointly announce that Heatherdale intends to acquire all of the
outstanding shares of Niblack.
On August 23, 2011, Heatherdale, Niblack and certain of their
respective subsidiaries entered into a non-binding letter agreement
pursuant to which they agreed to carry out due diligence reviews on
each other with a view to concluding a transaction by which
Heatherdale would acquire all Niblack common shares in exchange for
Heatherdale common shares, and agreed to deal exclusively with each
other with respect to the transaction until October 23, 2011.
The parties have completed their due diligence reviews and have
agreed in principle that, subject to the board, shareholder and
court approvals described below, Heatherdale will acquire all of
the common shares of Niblack in exchange for Heatherdale shares, on
the basis of 0.50 Heatherdale shares per Niblack common share.
Based on the current number of outstanding shares in Niblack,
Heatherdale anticipates issuing approximately 18 million shares to
complete the transaction. Options and warrants that are converted
to Niblack shares before closing will be entitled to participate in
the transaction. Each unexercised warrant of Niblack will be
amended so that it will entitle the holder thereof to purchase a
number of Heatherdale shares equal to 50% of the number of Niblack
shares subject to such warrant, at an exercise price of $1.20 in
the case of warrants that have a current exercise price of $0.45
and $1.73 in the case of warrants that have current exercise price
of $0.65. All unexercised options will be cancelled for $0.01 per
option.
Heatherdale and Niblack expect to effect the transaction by
means of an arrangement under the Alberta Business Corporations
Act. The transaction is subject to negotiation of a definitive
arrangement agreement, receipt of a favourable fairness opinion by
the Niblack board, approval by Heatherdale's board of directors,
and 66-2/3% of votes cast by Niblack's shareholders and its
optionholders and warrantholders, as well as approval of the
arrangement by the Alberta Court of Queen's Bench.
Niblack has engaged Canaccord Genuity Corp. to deliver a
fairness opinion in connection with the transaction.
Heatherdale and Niblack currently hold 60% and 40% interests,
respectively, in the advanced exploration stage Niblack Project.
Significant mineral resources have been outlined in two of the six
known copper-gold-zinc-silver volcanogenic massive sulphide ("VMS")
deposits on the Niblack property that have laid the foundation for
engineering and scoping studies that have been initiated in
2011.
"After three years of successfully operating the Niblack Project
as a joint venture, the boards of directors of Heatherdale and
Niblack have agreed that the best way to efficiently advance
development of the Niblack Project is to consolidate project
interests into one company," said Heatherdale Chairman Scott
Cousens.
"During this time we have had an excellent working relationship
with the professional team at Niblack, and through our joint
efforts we have achieved a number of milestones at the Niblack
Project over the past 24 months, including a significant increase
in mineral resources and establishing the veracity of our
geological model through discovery of new zones. Work is now
focused on progressing with engineering work toward completion of a
Preliminary Economic Assessment for the project."
"Having reached the next stage at the Niblack project, we
believe that this transaction will provide Niblack investors, along
with Heatherdale investors, with the opportunity to participate in
the future growth of the combined company," added Cousens.
"The offer will provide Niblack shareholders with increased
value provided through ownership of shares in a well structured
company which is operated by strong management with years of
Alaskan development experience," stated John Williamson, CEO and
President of Niblack.
Pursuant to the August 2011 letter agreement, Heatherdale agreed
to sole fund the Niblack Project until the earlier of completion of
the transaction, or 60 days after the termination of the letter
agreement or the definitive agreement relating to the transaction
(as applicable), and Niblack will not be required to make any cash
contributions to the Niblack Project until such date.
About Heatherdale Resources Ltd.
Heatherdale Resources Ltd. (TSX VENTURE:HTR) also has a 60%
interest, with options to acquire a 100% interest, in a second
Alaska prospect that complements Niblack and also provides a
longer-term development opportunity. The mid-stage Delta Project is
located in east-central Alaska. The 39,840-acre Delta property
hosts several massive sulphide occurrences, some with inferred
mineral resources, and excellent untested exploration
potential.
Heatherdale is associated with the Hunter Dickinson group, a
private company with a track record of successful mineral
exploration and development projects around the world.
About Niblack Mineral Development Inc.
Niblack Mineral Development Inc. (TSX VENTURE:NIB) is an
exploration and development company with a number of mineral rich
assets in South East Alaska. The Corporation's principal asset is
the Niblack advanced stage copper-gold-zinc-silver Project. This
project is currently in a joint venture operated by
Heatherdale.
Niblack Mineral Development Inc. is a member of the Discovery
Group of companies, for more information on the group visit
www.discoveryexp.com.
On behalf of the Board of Directors On behalf of the Board of
Directors
Patrick Smith, President & CEO of Heatherdale
John Williamson, President & CEO of Niblack
This release includes certain statements that may be deemed
"forward-looking statements". All statements in this release, other
than statements of historical facts, that address exploration
drilling, exploitation activities and events or developments that
the company expects, including the completion of the acquisition
described herein, are forward-looking statements. Although the
Company believes the expectations expressed in such forward-looking
statements are based on reasonable assumptions, such statements are
not guarantees of future events or performance and actual results
or developments may differ materially from those in the
forward-looking statements. Factors that could cause actual results
to differ materially from those in forward-looking statements
include market prices, exploitation and exploration successes,
continuity of mineralization, potential environmental issues and
liabilities associated with exploration, development and mining
activities, uncertainties related to the ability to obtain
necessary permits, licenses and title and delays due to third party
opposition, changes in government policies regarding mining and
natural resource exploration and exploitation, continued
availability of capital and financing, general economic, market or
business conditions and any failure to obtain the director,
shareholder and court approvals, described hereinabove, which are
necessary to complete the transaction herein described. Investors
are cautioned that any such statements are not guarantees of future
events or performance and actual results or developments may differ
materially from those projected in the forward-looking statements.
For more information on the Company, investors should review the
Company's continuous disclosure filings that are available at
www.sedar.com.
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.
Contacts: Niblack Mineral Development Inc. Investor Services
(604) 697-2861www.niblack.com Contacts: Heatherdale Resources Ltd.
Investor Services (604) 684-6365 or within North America:
1-800-667-2114www.heatherdaleresources.com
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