Redhawk Resources, Inc.

Redhawk Resources, Inc.

December 08, 2010 16:13 ET

Redhawk Resources Amends Private Placement Financing

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


Redhawk Resources, Inc. (TSX VENTURE:RDK)(FRANKFURT:QF7) ("Redhawk") announces that in connection with its previously announced private placement with a syndicate of underwriters led by Macquarie Capital Markets Canada Ltd., and including GMP Securities L.P., Byron Securities Ltd., and Primary Capital Inc. (collectively the "Underwriters"), have agreed to amend the terms of the offering. Under the revised terms, the Underwriters have agreed to purchase, on an underwritten private placement basis, 26,667,000 units ("Units") in the capital of Redhawk at $0.75 per Unit (the "Unit Price") for aggregate gross proceeds to Redhawk of $20,000,250 (the "Offering"). Each Unit is comprised of one common share and one-half of one common share purchase warrant of the Company (each whole warrant, a "Warrant"). Each Warrant entitles the holder to purchase one additional common share of the Company at a price of $1.00 per common share for a period of 24 months (the "Expiry Date") following the Closing Date (as defined herein). The Company has agreed to grant the Underwriters an option to purchase up to an additional 4,000,050 Units at the Unit Price per Unit for additional aggregate gross proceeds to Redhawk of $3,000,037.50, exercisable at any time, in whole or in part, on or prior to the date that is 30 days following the Closing Date, or such earlier date as determined by the TSX Venture Exchange (the "Underwriters Option"). If the Underwriters Option is exercised in full, the aggregate gross proceeds to Redhawk will be $23,000,287.50.

The net proceeds from the Offering will be used to fund the continued development of the Copper Creek Property and for general working capital purposes.

It is expected that the closing of the Offering will occur on or about December 21, 2010 (the "Closing Date") and is subject to certain conditions including receipt of all applicable regulatory approvals including the approval of the TSX Venture Exchange.

The Underwriters will receive a cash commission of 6.5% of the gross proceeds raised in the Offering. The Underwriters will also receive compensation options (the "Compensation Options") equal to 6.5% of that number of Units issued in connection with the Offering. Each Compensation Option will entitle the Underwriters to purchase one Unit of the Company at the Unit Price for a period of 24 months following the Closing Date, subject to regulatory approval.

Lockwood Financial Ltd. is acting as a financial advisor to Redhawk with respect to the offering.

This press release is not an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent an applicable exemption from U.S. registration requirements.

About Redhawk

Redhawk is a Canadian-based resource exploration and development company with primary focus on the accelerated development of its advanced stage Copper Creek copper-molybdenum project in San Manuel, Arizona. The 100% owned Copper Creek property consists of approximately seven square miles of almost totally contiguous patented and unpatented mining claims and state prospecting permits, located about 70 miles northeast of Tucson, Arizona and about 15 miles east of San Manuel. The property is in the prolific southwest US porphyry copper belt at the projected intersection of a major northwest belt of porphyry copper deposits or mines (Ray, Miami/Globe, Superior/Resolution, Johnson Camp) and a major east-northeast belt of porphyry deposits (San Manuel/Kalamazoo, Silver Bell, Lakeshore, Safford, Morenci). The property is within sight of the former BHP Kalamazoo/San Manuel copper smelter and mine and within 30 miles of an existing operating copper smelter. The area is a mining friendly and politically secure location with excellent and readily accessible infrastructure.


J. Stephen Barley, Managing Director

The forward-looking information contained in this press release is made as of the date of this press release and, except as required by applicable law Redhawk does not undertake any obligation to update publicly or to revise any of the included forward-looking information, whether as a result of new information, future events or otherwise. By its very nature, such forward-looking information requires Redhawk to make assumptions that may not materialize or that may not be accurate. This forward-looking information is subject to known and unknown risks and uncertainties and other factors, which may cause actual results, levels of activity and achievements to differ materially from those expressed or implied by such information.

Neither TSX Venture Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release.

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