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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 -

Heatherdale and Niblack Agree to Terms for Friendly Acquisition

05/10/2011 1:30pm

Marketwired Canada


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.


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