October 5, 2011, Vancouver, BC – Heatherdale Resources Ltd. (“Heatherdale”) (TSXV: HTR) and Niblack Mineral Development Inc. (“Niblack”) (TSXV: 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.…