/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION
DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES/
VANCOUVER, BC, Aug. 6, 2020 /CNW/ - Heatherdale Resources
Ltd. ("Heatherdale" or the
"Company") (TSXV: HTR) is pleased to announce a non-brokered
$2.5 million private placement
offering of common shares (the "Common Shares") of the
Company (the "Offering") and a share consolidation of 5
(old) for 1 (new) that will occur immediately prior to closing of
the financing (the "Consolidation").
Financing
The Offering will consist of up to 15,625,000 pre-Consolidation
(3,125,000 post-Consolidation) Common Shares at a price of
CDN$0.16 (CDN$0.80 post-Consolidation) for up to total
gross proceeds of CDN$2.5
million. Certain finders may receive a finder's fee in
relation to those Common Shares sold to subscribers introduced by a
particular finder.
The net proceeds of the Offering will be used to fund
exploration activities on the Company's Niblack Cu-Au-Zn-Ag project
located in Alaska and working
capital purposes.
Certain directors and officers of the Company are expected to
acquire securities under the Offering. Such participation would be
considered to be a "related party transaction" as defined under
Multilateral Instrument 61-101 ("MI 61-101"). The Offering
will be exempt from the formal valuation and minority shareholder
approval requirements of MI 61-101.
The closing of the Offering is subject to certain conditions
including, but not limited to, the receipt of all necessary
regulatory approvals, including the acceptance of the TSX Venture
Exchange. The securities issued under the Offering will be subject
to the standard four-month hold. The
Company reserves the right to increase the number of shares issued
pursuant to the Offering to up to 31,250,000 pre–Consolidation
(6,250,000 post–Consolidation) Common Shares for up to total gross
proceeds of CDN$5.0 million.
Consolidation
Heatherdale's board of
directors has also passed a resolution authorizing the
Consolidation on a 5 (old) for 1 (new) basis in order to reduce the
number of common shares outstanding. The Company will make similar
adjustments to its outstanding incentive stock options. The Company
currently has 74,699,254 common shares outstanding and following
the Consolidation there will be 14,939,850 common shares
outstanding (before taking into account the shares issued in the
Offering described above). There will be no name change associated
with the Consolidation and it is anticipated that the Consolidation
will occur immediately prior to the closing of the financing. The
board of directors of the Company believe that the Consolidation is
in the best interest of its shareholders as it is anticipated that
the Consolidation will provide the Company with greater flexibility
to arrange the financings it requires to advance the Niblack
project. The Consolidation is subject to TSX Venture Exchange
approval, however no shareholder approval is required.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities in
the United States. The securities
have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities
Act") or any state securities laws and may not be offered or
sold within the United States or
to U.S. Persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
About Heatherdale
Heatherdale Resources Ltd. owns 100% of the high-grade Niblack
copper-gold-zinc-silver VMS project, located adjacent to tidewater
in southeast Alaska. For more information on Heatherdale, visit the Company's website at
www.heatherdaleresources.com.
On behalf of the Board of Directors
"Robert McLeod"
Robert McLeod, P.Geo
CEO and Director
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.
Cautionary Note Regarding Forward-Looking Statements:
This release includes certain statements and information that
may constitute forward-looking information within the meaning of
applicable Canadian securities laws. Forward-looking
statements relate to future events or future performance and
reflect the expectations or beliefs of management of the Company
regarding future events. Generally, forward-looking statements and
information can be identified by the use of forward-looking
terminology such as "intends" or "anticipates", or variations of
such words and phrases or statements that certain actions, events
or results "may", "could", "should", "would" or "occur". This
information and these statements, referred to herein as
"forward–looking statements", are not historical facts, are
made as of the date of this news release and include without
limitation, statements regarding the Offering (including the
payment of finder's fees and participation of certain directors and
officers) and use of proceeds, the Consolidation and future
business plans. These forward–looking statements
involve numerous risks and uncertainties and actual results might
differ materially from results suggested in any forward-looking
statements. These risks and uncertainties include, among other
things, receipt of regulatory approvals of the Offering and
Consolidation, inability to complete the Offering on the proposed
terms or all at, market volatility; the state of the financial
markets for the Company's securities; and changes in the Company's
business plans. In making the forward looking statements in
this news release, the Company has applied several material
assumptions that the Company believes are reasonable, including
without limitation, that the Offering and Consolidation will
proceed and be completed as planned, required regulatory approvals
will be obtained and the Company will continue with its stated
business objectives. Although management of the Company has
attempted to identify important factors that could cause actual
results to differ materially from those contained in
forward-looking statements or forward-looking information, there
may be other factors that cause results not to be as anticipated,
estimated or intended. There can be no assurance that such
statements will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
statements. Accordingly, readers should not place undue reliance on
forward-looking statements and forward-looking information. Readers
are cautioned that reliance on such information may not be
appropriate for other purposes. The Company does not undertake to
update any forward-looking statement, forward-looking information
or financial out-look that are incorporated by reference herein,
except in accordance with applicable securities laws. The Company
seeks safe harbor.
For more information on the Company, investors should review the
Company's continuous disclosure filings that are available at
www.sedar.com.
SOURCE Heatherdale Resources Limited