|November 17, 2009|
Heatherdale Completes Qualifying Transaction & Financing
November 17, 2009, Vancouver, BC -- Heatherdale Resources Ltd. ("Heatherdale" or "the Company"), formerly Brass Capital Corp., announces that it has completed its qualifying transaction in accordance with the TSX Venture Exchange Inc. (the "TSX-V") Policy 2.4 with Heatherdale Holdings (Canada) Ltd., formerly Heatherdale Resources Ltd. (the "Qualifying Transaction").
Successful Completion of Transaction and Financing
Further to the Company's news releases dated September 17, 2009 and November 3, 2009, the Company and Heatherdale Holdings (Canada) Ltd. have also completed a brokered and non-brokered private placement financing of 14,358,500 common shares of the Company (the "Common Shares") at a price per Common Share of $1.00 for total gross proceeds of $14,358,500 (the "Financing"). A syndicate of agents led by Raymond James Ltd. (the "Agents"), acted in connection with the brokered portion of the Financing, on a best efforts basis. The Agents were paid a cash commission of $598,920 and were also reimbursed for their reasonable expenses in connection with the Financing. The Agents were also granted compensation options to acquire 162,000 Common Shares at a price of $1.00 per Common Share for a period of up to 18 months from the closing of the Financing. All of the Common Shares issued in connection with the Financing will be free trading.
In connection with the Qualifying Transaction, the Company issued 32,600,001 Common Shares to the shareholders of Heatherdale Holdings (Canada) Ltd. All of those Common Shares have been deposited into escrow and will be released pursuant to an escrow agreement between Computershare Investor Services Inc., as the escrow agent, and the Company as to 25% on each of the 6, 12, 18 and 24 month anniversaries of the date of closing.
The common shares of Heatherdale are expected to commence trading under the symbol HTR as a Tier 1 Issuer on the TSX-V on November 19, 2009. Heatherdale President & CEO David Copeland commented "We are very pleased to have completed the Qualifying Transaction efficiently and on favourable terms, and to have secured financing at a share price valuation that confirms the high-quality of Heatherdale's mineral asset. We will use the proceeds to advance targeted mineral exploration and development activity at the Niblack Project in 2009 and 2010, with the goal of delineating significant zones of high-grade mineralization."
Niblack Project -- Existing Mineral Resources and New High-Grade Potential
In July 2009, Heatherdale entered into an agreement with CBR Gold Corp. ("CBR") of Edmonton, Alberta to acquire up to 70% of the Niblack copper-gold-zinc-silver project in southeast Alaska. The Company is required to invest US$15 million within three years to retain a 51% interest in Niblack, and has options to increase its ownership to 60% by investing an additional US$10 million and to 70% by funding completion of a Feasibility Study.
The Niblack property hosts precious metals-enriched volcanogenic massive sulphide (VMS) deposits that contain significant quantities of copper, gold, zinc and silver. The property has a long history of mineral exploration and development, including 195,000 feet of core drilling in 246 holes and six identified VMS target deposits.
Based on a mineral resource estimate released by CBR on July 9, 2009i , the Niblack deposits comprise (at a US$50 net smelter return cut-off):
Between 2007 and 2008, 3,300 feet of underground development was completed at Niblack to facilitate cost-efficient underground drilling. Twenty-eight underground holes were drilled at the property to the end of 2008; the last two (U027 and U028) intersected much higher-grade mineralization. U027 intersected 15 feet grading 3.06% copper, 6.57 g/t gold, 18.51% zinc and 101 g/t silver; and U028 intersected 258 feet grading 1.89% copper, 4.84 g/t gold, 4.93% zinc and 85.31 g/t silverii . Due to nature of the mineralization, true width of the zone has not yet been determined.
Based on the assay results from U027 and U028 and re-interpretation of geological data, Heatherdale geologists believe there is excellent potential for delineating significant volumes of high-grade mineralization at Niblack.
"Our US$5.35 million delineation drill program is designed to expand the mineral resources at Niblack. Step-out drilling, currently underway in the vicinity of U027 and U028, has the potential to increase both tonnes and grade." Copeland said. "Given its geologic endowment and proximity to tidewater in a stable jurisdiction with a long tradition of hardrock mining, we believe Niblack has the potential to support a high-grade underground mining operation in future."
Prior to the completion of the Qualifying Transaction, the following reorganizations were completed: (i) Brass Capital Corp. changed its name to Heatherdale Resources Ltd., (ii) Heatherdale Resources Ltd. changed its name to Heatherdale Holdings (Canada) Ltd., (iii) Brass Capital Corp. continued from the jurisdiction of Alberta to British Columbia; and (iv) Brass Capital Corp. consolidated its share capital on the basis of 2.5 old Brass Capital shares for one new Brass Capital share.
The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registrations requirements of such Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction.
Heatherdale is a mineral exploration and development company affiliated with the Hunter Dickinson Group, based in Vancouver, Canada. Its principal assets include a right to retain a majority interest in the Niblack precious metals-enriched VMS deposits, 6,200 acres of associated resource lands, as well as mineral exploration permits, equipment and infrastructure on southeast Alaska's Prince of Wales Island.
The technical information in this release has been reviewed by Mark Rebagliati, P.Eng., who is a Qualified Person as defined by NI 43-101. For further details, please visit the Company's website at www.heatherdaleresources.com or contact Investor Services at (604) 684-6365 or within North America at 1-800-667-2114.
iJuly 2009 resource estimate by independent qualified person Abolfazl Ghayemghamian, P. Geo., of SRK Consulting (Canada) Inc. Metal prices: gold US700/oz, silver US7.00/oz, copper $2.25/lb, and zinc US$0.80lb and recoveries of 53%, 56%, 95% and 93%, respectively. Payable metal factors are 97%, 89.5%, 97% and 85% for gold, silver, copper and zinc respectively.
iiAccording to CBR's November 18, 2009 news release, the true thickness of mineralization varies from 75% to 100% of the intercept length, except for U028 which appears to have been drilled at a relatively oblique angle with respect to orientation of the mineralization however is a minimum of 30 feet. The current drill program is expected to clarify the thickness of the zone.
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