Niblack Mineral Development Inc. Mails Information Circular
December 16, 2011 – Edmonton, Alberta – Niblack Mineral Development Inc. (TSX-V: 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.
(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. (NIB: TSX-V) 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.
For further details, please visit the company website at www.niblack.com or contact investor services at (604) 697-2861. 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
President & CEO of Niblack
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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.