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NIB Niblack Mineral Development

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Share Name Share Symbol Market Type
Niblack Mineral Development TSXV:NIB TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Definitive Agreement Reached Between Niblack and Heatherdale

26/10/2011 1:30pm

Marketwired Canada


Niblack Mineral Development Inc. (TSX VENTURE:NIB) ("Niblack" or the "Company")
and Heatherdale Resources Ltd. (TSX VENTURE:HTR) ("Heatherdale") announced on
October 5, 2011 that they had entered into a non-binding letter of agreement
providing for Heatherdale to acquire all of the outstanding common shares of
Niblack by way of a plan of arrangement (the "Arrangement") under the Business
Corporations Act (Alberta).


Niblack is pleased to announce that on October 25, 2011 it entered into a
definitive arrangement agreement (the "Arrangement Agreement") with Heatherdale
which provides that Heatherdale will acquire all of the common shares of Niblack
in exchange for Heatherdale shares, on the basis of 0.50 Heatherdale share per
Niblack common share. Based on the current number of Niblack shares outstanding,
Niblack anticipates that approximately 18 million Heatherdale shares will be
issued to complete the transaction. Options and warrants of Niblack that are
exercised before closing will also be entitled to participate in the
transaction. Each unexercised warrant outstanding at closing will be amended
such that it will 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 that have a
current exercise price of C$0.45 and C$1.73 in the case of warrants that have a
current exercise price of C$0.65. All unexercised options will be cancelled for
C$0.01 per option.


The Arrangement is 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), approval of the Arrangement
by the Alberta court and regulatory approvals (including the approval of the TSX
Venture Exchange ("TSX-V")).


Under the terms of the Arrangement Agreement, Niblack has agreed that it will
not solicit or otherwise participate in any discussions regarding any merger or
other arrangement or sale of 20% or more of its common shares or assets
representing 20% of more of the book value of Niblack's consolidated assets
until the Arrangement Agreement is terminated in accordance with its terms.
Niblack has also granted Heatherdale a right to propose an amendment to the
terms of the Arrangement should Niblack receive a superior proposal from another
party.


The Arrangement Agreement provides for a C$300,000 break fee, which would be
payable by Niblack to Heatherdale in certain customary events, such as if the
Niblack board of directors withdraws its support for the Arrangement, if Niblack
securityholders do not approve the Arrangement in certain circumstances and
Niblack later completes or accepts another acquisition proposal, or if Niblack
enters into a definitive written agreement with respect to a superior proposal.


The Arrangement Agreement also provides that if Niblack fails to complete a
private placement of up to 2,500,000 shares for aggregate proceeds of not less
than C$500,000 by November 15, 2011, Heatherdale may make available to Niblack a
loan of up to C$150,000 to pay operating and transaction expenses.


The share consideration offered by Heatherdale pursuant to the Arrangement
Agreement represents an effective purchase price of C$0.26 per Niblack common
share based on the 20-day volume-weighted average price of Heatherdale common
shares on the TSX-V for the period ended October 25, 2011. The Heatherdale share
consideration being offered represents a C$0.02 premium to the volume-weighted
average price of Niblack common shares on the TSX-V for the 20-day period ended
October 25, 2011 and a C$0.10 premium based on the closing price of the Niblack
common shares on the TSX-V on October 4, 2011, the last trading day prior to the
announcement of the Arrangement.


The directors and officers of Niblack have entered into voting support
agreements with Heatherdale under which they have agreed, subject to the terms
and conditions contained therein, to vote an aggregate of 2,848,029 common
shares, 2,175,000 stock options and 544,000 warrants of Niblack held or
controlled by them in favour of the Arrangement. This represents approximately
7.9% of the outstanding common shares, 74.3% of the outstanding options and
13.2% of the outstanding warrants of Niblack.


Canaccord Genuity Corp. has provided a fairness opinion to the Niblack board to
the effect that the consideration offered for the Niblack shares is fair, from a
financial point of view, to the Niblack shareholders.


The board of directors of Niblack, after consultation with Niblack's financial
and legal advisors, has determined that the Arrangement is in the best interests
of Niblack and is fair to the Niblack securityholders, and unanimously
recommends that Niblack securityholders vote in favour of the Arrangement. 


Niblack is in the process of preparing an information circular relating to the
Arrangement. Niblack currently anticipates that the information circular will be
mailed to its securityholders in mid-November and that a special meeting of
securityholders to consider the Arrangement will be held on or about December
15, 2011. Subject to obtaining securityholder and court approvals, it is
expected that the Arrangement will be completed prior to the end of December.


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 Company's principal asset is its interest in the advanced stage
copper-gold-zinc-silver Niblack 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

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 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.


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