|January 16, 2012|
Heatherdale-Niblack Plan Of Arrangement Approved By Niblack Securityholders And Alberta Court
|January 16, 2012 - Vancouver BC - Heatherdale Resources Ltd. (TSX-V: HTR) ("Heatherdale" or the "Company") announced on October 26, 2011 that Heatherdale and Niblack Mineral Development Inc. ("Niblack") had entered into an arrangement agreement (the "Arrangement Agreement") providing for: (i) the acquisition by Heatherdale of all of the shares of Niblack in exchange for Heatherdale shares, on the basis of 0.50 Heatherdale shares per Niblack share; (ii) the amendment of all Niblack warrants such that each would entitle the holder thereof to purchase the number of Heatherdale shares equal to 50% of the number of Niblack shares subject to such warrant, at an exercise price of C$1.20 in the case of warrants with an existing exercise price of C$0.45 and C$1.73 in the case of warrants with an existing exercise price of C$0.65; and (iii) the cancellation of all unexercised Niblack options for consideration of C$0.01 per option (together, the "Arrangement").|
As announced on October 26, 2011, the Arrangement was made subject to customary closing conditions, including the approval of 66 2/3% of the votes cast by shareholders, optionholders and warrantholders of Niblack, each voting separately, and approval of the Arrangement by the Court of Queen's Bench of Alberta.
On January 11, 2012, the Arrangement was approved by the aforementioned supermajorities of voting Niblack securityholders. In addition, on January 12, 2012, the Arrangement was approved by the Court of Queen's Bench of Alberta.
Under the terms of the Arrangement, the Arrangement will only become effective on the second business day after all of the conditions to closing specified in the Arrangement Agreement are satisfied or waived or such other date as the parties may agree.
Heatherdale and Niblack are currently working to bring about the satisfaction of all remaining closing conditions.
About Heatherdale Resources Ltd.
Heatherdale Resources Ltd. (TSX-V: HTR) is a Vancouver-based exploration and development company focused on advancing the high-grade mine development opportunity at the Niblack project. The Company holds a 60% interest in the Niblack project. It also holds a 60% interest, with the option to acquire a 100% interest, in the mid-stage Delta copper-lead-zinc-gold-silver project, located in east-central Alaska. Heatherdale is associated with the Hunter Dickinson group, which has a track record of successful mineral exploration and development projects around the world.
For further details, please visit the company website at www.heatherdaleresources.com or contact Investor Services at (604) 684-6365 or within North America at 1-800-667-2114.
On behalf of the Board of Directors,
President & CEO
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.
This release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts 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 satisfy all of the conditions to the closing of the Arrangement described hereinabove. 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.
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