Gold Hawk Resources Inc.
TSX VENTURE : GHK

Gold Hawk Resources Inc.

November 08, 2010 20:04 ET

Gold Hawk Closes Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 8, 2010) -

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

Gold Hawk Resources Inc. ("Gold Hawk" or the "Company") (TSX VENTURE:GHK) announces today that it closed a non-brokered private placement for 6,000,000 common shares at a subscription price of $1.25 per common share (the "Private Placement"), for aggregate gross proceeds of $7.5 million. The TSX Venture Exchange provided final acceptance today for the Private Placement.

The Private Placement was fully subscribed to by Coalcorp Mining Inc. ("Coalcorp"). Based on public filings, Pala Investments Holdings Limited owns 44% of Coalcorp's issued and outstanding common shares as of October 29, 2010.

Prior to committing to the financing, Coalcorp conducted due diligence on the Company's Oracle Ridge Copper Mine, including conducting a site visit. As a result of the Private Placement, Coalcorp now owns approximately 19.7% of Gold Hawk's issued and outstanding common shares.

Gold Hawk intends to use the net proceeds of the Private Placement to fund exploration and development expenditures on the Oracle Ridge copper mine property and for general corporate purposes. At closing of the transaction, Gold Hawk has approximately $25 million in cash and investments on hand.

"We are pleased to have the support of the Coalcorp team as we pursue an aggressive growth strategy that we believe will deliver superior shareholder value," said Mr. Kevin Drover, Gold Hawk's Chairman and CEO. "Gold Hawk is advancing the pre-production work at the Oracle Ridge Copper Mine in Arizona and is positioned to deliver strong growth in the future as we seek out additional expansion and investment opportunities."

Pursuant to the terms of the financing, Coalcorp is entitled to a representative on Gold Hawk's board of directors so long as it holds at least 5% of the issued and outstanding Gold Hawk common shares. A nominee of Coalcorp, that is acceptable to Gold Hawk and the TSX Venture Exchange, is expected to be appointed to the board within 90 days.

All common shares distributed pursuant to the Private Placement will be subject to a four-month plus one day hold period in accordance with applicable securities laws and stock exchange rules, until March 9, 2011. The terms of the Private Placement provide Coalcorp, in its sole discretion, a right to participate in any private placement of Gold Hawk common shares, or securities convertible into or exchangeable for common shares, initiated on or before October 22, 2011. The number of common shares, or securities convertible into or exchangeable for common shares, that Coalcorp is entitled to purchase pursuant to this right is limited to such number of common shares to allow Coalcorp to maintain its pro-rata portion of the total issued and outstanding common shares held by it immediately prior to the applicable financing.

Gold Hawk will pay a finder's fee to an arm's length party in the aggregate amount of $450,000, which represents an amount equal to six per cent (6%) of the gross proceeds raised from the Private Placement.

This media release does not constitute an offer to sell or solicitation of an offer to sell any securities in the United States of America. 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 of America 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 and undervalued projects to achieve superior shareholder returns. The Company is the sole owner and operator of the Oracle Ridge copper mine project 24 km northeast of Tucson, Arizona. Gold Hawk has working capital of approximately $25 million, minimal long-term debt and is managed by an experienced team of mining professionals with extensive 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") does not intend, and does 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 Company's ability to close the Private Placement, the use of the net proceeds of the Private Placement, 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 www.sedar.com. 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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