Gold Hawk Resources Inc.

Gold Hawk Resources Inc.

December 10, 2009 13:52 ET

Gold Hawk Signs US$12.5 Million Indicative Term Sheet for Standby Credit Facility

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 10, 2009) - Gold Hawk Resources Inc. ("Gold Hawk" or the "Company") (TSX VENTURE:CGK) is pleased to announce that it has signed a US$12.5 million indicative term sheet for a standby credit facility provided by Renvest Mercantile Bancorp Inc. through its Global Resource Fund (the "Lender").

The proceeds from any drawdown of the credit facility will be used to finance the acquisition of a mining asset or a strategic merger with a resource company.

"This credit facility, together with Gold Hawk's $15 million cash on hand, has significantly increased the scope and size of any transaction that the Company will be able to pursue," said Kevin Drover, Gold Hawk's President and CEO. "Management is reviewing a number of potential value-adding transactions and hopes to complete one or more before the end of the first quarter of 2010."

Under the indicative term sheet, loan drawdowns bear interest at 12.5% per annum. The standby facility will be available for drawdown for 12 months from the closing date. Each drawdown will be due 24 months after the date of the drawdown. Upon the closing date of the credit facility, the Company will issue the Lender 150,000 share purchase warrants (after giving effect to the 25:1 share consolidation anticipated to occur on December 17, 2009) at an exercise price of $0.95 with an expiry date of two years from the date of issue.

A fee of 2% on each drawdown is payable in cash to the Lender at the time of such drawdown. The first US$4,000,000 drawn down by the Company shall be convertible into Gold Hawk common shares with a conversion price fixed on the date of the drawdown at a 15% premium to the 10-Day volume-weighted average price ("10-Day VWAP"). In addition, for every US$1,000,000 of non-convertible debt drawn down by the Company, the Lender will receive 50,000 common share purchase warrants to purchase common shares in the Company, with an exercise price fixed on the date of drawdown at the 10-Day VWAP of the Company's common shares per warrant, and with an expiry date of two years from the date of issue. Should the first drawdown be made by Gold Hawk within 60 days of the closing date, the exercise price will be either the greater of $1.10 on a post-consolidation basis, or fixed on the date of drawdown calculated using the 10-Day VWAP.

The Company anticipates that the standby credit facility will close on or before December 31, 2009. The new standby credit facility, all associated fees and issuance of share purchase warrants will be subject to certain customary terms and conditions, including receipt of final approval of the TSX Venture Exchange.

Note to shareholders: Gold Hawk's common shares will trade under a new trading symbol: TSX-V: GHK on the December 17, 2009 Effective Date of the 25:1 share consolidation. The share consolidation was approved by shareholders at a Special Meeting of Shareholders held on November 9, 2009.

About Gold Hawk Resources Inc.

Gold Hawk (TSX VENTURE:CGK) is a Vancouver, Canada-based precious metals company with a 15% ownership of a near-term production project at the Coricancha Mine and 600 tonnes of ore per day processing facility in central Peru. Gold Hawk has no debt and $15 million in cash and is seeking business opportunities in the mining sector. The Company also holds mining concessions at the Barry-Souart property northeast of Val D'Or, Quebec - a gold mining area with existing mining operations nearby. Gold Hawk is operated by an experienced management team with significant operating experience.

This document may contain "forward-looking statements" within the meaning of Canadian securities legislation. These forward-looking statements are made as of the date of this document and Gold Hawk Resources Inc. (hereinafter referred to as the "Company") do not intend, and do not assume any obligation, to update these forward-looking statements. Forward-looking statements relate to future events or future performance and reflect management of the Company's expectations or beliefs regarding future events and include, but are not limited to, statements with respect to the estimation of mineral reserves and resources, the realization of mineral reserve estimates, the timing and amount of estimated future production, costs of production, capital expenditures, success of mining operations, commodity prices, environmental risks, unanticipated reclamation expenses, title disputes or claims and limitations on insurance coverage. In certain cases, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative of these terms or comparable terminology. By their very nature forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, risks related to actual results of current exploration activities; changes in project parameters as plans continue to be refined; future prices of resources; possible variations in ore reserves, grade or recovery rates; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of development or construction activities; as well as those factors detailed from time to time in the Company's interim and annual financial statements and management's discussion and analysis of those statements, all of which are filed and available for review on SEDAR at Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking 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.

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.

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