December 13, 2012, Vancouver, BC – Heatherdale Resources Ltd. (“Heatherdale” or the “Company”) (TSXV:HTR) announces that it has entered into an agreement with Sino-Canada Natural Resources Fund I (“Sino-Canada Fund”), pursuant to which Sino-Canada Fund will subscribe for a convertible debenture (the “Debenture”) for an aggregate principal amount of $3 million, which will earn interest at a rate of 8% per annum. The principal amount of the debenture will be convertible into common shares of the Company (“Shares”) at a price of $0.20 per Share, and interest thereon will be convertible at the higher of $0.20 per Share and the market price of the Shares on the date of such conversion. At the end of the two year term of the Debenture, any remaining principal and interest amounts will be redeemed at the option of the Company in cash, by the issuance of Shares, or a combination of both cash and Shares. The Company may, with Sino-Canada Fund’s consent, prepay all or part of the amounts outstanding under the Debenture.
Sino-Canada Fund will have the right to nominate one individual for appointment to the Company’s technical advisory committee until it meets certain Share ownership or voting conditions, at which time it will instead have the right to nominate one individual for appointment as a director of the Company.
President and CEO Patrick Smith said, “We welcome the experience of Sino-Canada Fund to Heatherdale’s technical advisory committee and look forward to developing a positive working relationship to help advance our projects to the next stage.”
Sino-Canada Fund Managing Partner Thomas Lau said, “We believe Heatherdale’s projects and management team are world class and fit within our strategic vision to support the growth of high potential resources assets. We believe our capital will support Heatherdale’s future work with positive results and look forward to helping Heatherdale reach new milestones.”
Proceeds from the issuance of the Debenture will be used to advance the exploration and development of the Company’s projects in Alaska and for general working capital. A finder’s fee is payable in cash to an arm’s length party based on the principal amount of the Debenture. The issuance of the Debenture is subject to final approval by the TSX Venture Exchange.