October 26, 2011 – Vancouver BC – Heatherdale Resources Ltd. (TSX-V: HTR) (“Heatherdale” or the “Company”) announced on October 5, 2011 that they had entered into a non-binding letter of agreement with Niblack Mineral Development Inc. (“Niblack”) (TSX-V: NIB) 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).
On October 25, 2011, Heatherdale and Niblack entered into a definitive arrangement agreement (the “Arrangement Agreement”) 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, Heatherdale anticipates that approximately 18 million of its 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”)…
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