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NIB Niblack Mineral Development

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Delayed by 15 minutes
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 -

Niblack Mineral Development Inc. Mails Information Circular

16/12/2011 4:05pm

Marketwired Canada


Niblack Mineral Development Inc. (TSX VENTURE:NIB) ("Niblack" or the "Company")
is pleased to announce that on December 16, 2011 it mailed a notice of meeting,
management information circular (the "Information Circular") and related
documents to its shareholders, optionholders and warrantholders (together,
"Securityholders") in connection with the special meeting of Securityholders to
be held on January 11, 2012 (the "Meeting"). At the Meeting, Securityholders
will be asked to approve the arrangement announced by the Company on October 25,
2011, whereby subject to the terms and conditions of an arrangement agreement
(the "Arrangement Agreement") with Heatherdale Resources Ltd. ("Heatherdale"),
Heatherdale will acquire all of the outstanding common shares in the capital of
Niblack (the "Niblack Shares"), pursuant to a plan of arrangement (the
"Arrangement"). Assuming the Arrangement becomes effective, holders of Niblack
Shares will receive 0.50 common shares of Heatherdale (a "Heatherdale Share")
for each Niblack Share held, each holder of options of Niblack ("Niblack
Options") will receive CDN $0.01 per Niblack Option held, and each Niblack
warrant ("Niblack Warrants") will be deemed to be amended so as to entitle the
holder thereof to acquire that number of Heatherdale Shares that is equal to 50%
of the number of Niblack Shares subject to such Niblack Warrant immediately
prior to the completion of the Arrangement. At the Meeting, the Securityholders
will be asked to approve the Arrangement.


The board of directors of Niblack (the "Niblack Board") has determined that the
Arrangement is in the best interests of Niblack and is fair to the
Securityholders and recommends the Securityholders vote FOR the Arrangement. The
determination of the Niblack Board is based on various factors described more
fully in the Information Circular.


To be effective, the Arrangement must be approved by special resolutions passed
by at least two-thirds of the votes cast by holders of each of (i) the
outstanding Niblack Shares, (ii) the outstanding Niblack Options and (iii) the
outstanding Niblack Warrants present in person or represented by proxy at the
Meeting. Each holder of Niblack Shares on the record date of December 5, 2011
(the "Record Date") is entitled to one vote for each Niblack Share held. Each
holder of Niblack Options on the Record Date is entitled to one vote for each
Niblack Share issuable upon exercise of such holder's Niblack Options. Each
holder of Niblack Warrants on the Record Date is entitled to one vote for each
Niblack Share issuable upon exercise of such holder's Niblack Warrants. The
directors and officers of Niblack have entered into lock-up agreements with
Heatherdale, whereby they have agreed to vote their Niblack Shares and any
Niblack Options and Niblack Warrants held by them in favour of the Arrangement.
The Arrangement is subject to final approval by the Court of Queen's Bench of
Alberta and is subject to the satisfaction of certain other conditions.


In summary, Securityholders should pay particular attention to the following
important dates:




January 9, 2012(1) - Last day to deposit proxies.
January 11, 2012(1)  - Special meeting of Securityholders.
January 13, 2012(2) - Effective time of the Arrangement.

Notes:
(1) 1:00 p.m. Edmonton time
(2) 1:00 p.m. Edmonton time



All of the documents in the mail out may also be viewed on SEDAR and on the
Niblack Mineral Development Inc. website at www.niblack.com.


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 Resources Ltd.


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 news release may contain forward-looking information including but not
limited to comments regarding the timing and content of upcoming transactions.
Forward-looking information includes disclosure regarding possible future
events, or conditions or results of operations that is based on assumptions
about future economic conditions and courses of action, and therefore, involves
inherent risks and uncertainties. Although management has a reasonable basis for
the conclusions drawn, actual results may differ materially from those currently
anticipated in such 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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