Gold Hawk Resources Inc.
TSX VENTURE : GHK

Gold Hawk Resources Inc.

February 02, 2011 08:19 ET

Gold Hawk Announces Letter of Intent

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 2, 2011) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Gold Hawk Resources Inc. ("Gold Hawk" or the "Company") (TSX VENTURE:GHK) announced today that the Company has entered into a Letter of Intent (the "LOI") with Pala Investments Holdings Limited ("Pala") to carry out a non-brokered private placement offering of up to 12,500,000 common shares ("Shares") at a subscription price of $2.00 per Share (the "Proposed Financing") for aggregate gross proceeds of up to $25.0 million. Pursuant to the terms of the LOI, Pala may subscribe for 10,000,000 Shares at a price of $2.00 per Share, with the remaining 2,500,000 Shares to be offered to Coalcorp Mining Inc. ("Coalcorp") on identical terms in line with its previously negotiated right of first refusal. In the event that Coalcorp declines to participate in the Proposed Financing, then Pala will have the right to subscribe for the 2,500,000 Shares.

The Proposed Financing remains subject to the receipt of required regulatory and shareholder approvals and the execution of a subscription agreement on or before February 28, 2011 (the "Termination Date"), which will include customary closing conditions. Gold Hawk anticipates holding a special meeting of shareholders on or about March 28, 2011 to consider and approve the Proposed Financing, which is expected to close shortly thereafter.

There is no assurance that the Proposed Financing will be completed on the terms contemplated in the LOI or at all. Pursuant to the LOI, among other things, Gold Hawk has agreed to pay Pala a break fee in the amount of $500,000 in certain limited circumstances, which include Gold Hawk entering into an agreement concerning any "Third Party Transaction", as defined in the LOI, on or before the Termination Date.

This media release does not constitute an offer to sell or solicitation of an offer to sell any 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 Gold Hawk Resources Inc.

Gold Hawk (TSX VENTURE:GHK) is a Vancouver, Canada-based company with a focus on uncovering overlooked deep-value projects to achieve superior shareholder returns. The Company is the sole owner and operator of Oracle Ridge Mining LLC and copper mine located 24 km northeast of Tucson, Arizona. Gold Hawk has cash on hand of approximately $23 million, minimal long-term debt and is managed by an experienced team of mining professionals with extensive operating and financial experience.

Forward-looking Statement Disclaimer
This news release contains forward-looking statements relating to the Proposed Financing, including statements regarding the completion thereof. Any statements that are not statements of historical fact (including statements containing the words 'believes,' 'intends', 'plans,' 'anticipates,' 'expects,' 'estimates' or similar expressions) refer to management's expectations or plans and should be considered to be forward-looking statements. Such forward-looking statements are subject to important risks, uncertainties and assumptions. The results or events predicted in these forward-looking statements may differ materially from actual results or events. As a result, you are cautioned not to place undue reliance on these forward-looking statements. The completion of the Proposed Financing is subject to a number of terms and conditions, including, without limitation: (i) approval of applicable regulatory authorities, (ii) required Gold Hawk shareholder approval; (iii) Pala completing satisfactory due diligence and (iv) the parties entering into a definitive subscription agreement. These approvals may not be obtained, the other conditions to the Proposed Financing may not be satisfied in accordance with their terms, and/or the parties may never into a definitive subscription agreement. The forward-looking statements are based on a number of assumptions which may prove to be incorrect including, but not limited to, Gold Hawk and Pala being able to successfully complete the transaction referred to herein within the timeframe generally as anticipated and without unforeseen delays and there being no material adverse changes in the affairs of Gold Hawk. Readers are cautioned that the foregoing list is not exhaustive. The forward-looking statements contained in this news release are made as of the date of this release and, accordingly, are subject to change after such date. Except as may be required by Canadian securities laws, Gold Hawk disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, Gold Hawk undertakes no obligation to comment on expectations of, or statements made by, third parties in respect of the Proposed Financing.

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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