Gold Hawk Signs a Definitive Share Purchase Agreement with Oracle Ridge … – MarketWatch (press release)

VANCOUVER, BRITISH COLUMBIA, Sep 01, 2010 (MARKETWIRE via COMTEX) –
Gold Hawk Resources Inc. (“Gold Hawk” or the “Company”) (TSX
VENTURE: GHK) is pleased to announce today that it has signed a
definitive binding Share Purchase Agreement with the shareholders of
0830438 B.C. Ltd. (“Oracle Ridge”). Gold Hawk will purchase all of
the issued and outstanding shares of Oracle Ridge by issuing an
aggregate of 11,200,000 common shares in the capital of the Company
to the shareholders of Oracle Ridge at the deemed price of $1.50 per
common share plus $700,000 cash (the “Proposed Transaction”). The
nominal purchase price for all of the shares in the capital of Oracle
Ridge is $17,500,000.

Upon completion of the Proposed Transaction, Oracle Ridge will be a
wholly owned subsidiary of Gold Hawk, and the former shareholders of
Oracle Ridge will be shareholders of Gold Hawk. Oracle Ridge’s wholly
owned US subsidiary, Oracle Ridge Mining LLC, owns the subsurface
mining rights through an option to purchase and is leasing the
surface mining rights necessary to explore, rebuild and operate the
past producing Oracle Ridge Copper Mine located near Tucson, Arizona.

In approving the Proposed Transaction and the entering into of the
Share Purchase Agreement, the Board considered numerous factors,
including the recommendations and guidance received from its
financial, technical and legal advisers and the fairness opinion with
respect to the Proposed Transaction (the “Fairness Opinion”)
delivered to the Board by Dundee Securities Corporation. The Fairness
Opinion concludes that, subject to the matters stated therein, as at
September 1, 2010 the consideration to be paid for the shares of
0830438 B.C. Ltd under the Proposed Transaction is fair, from a
financial point of view, to the shareholders of the Company.

The Oracle Ridge Mine acquisition will create a well-funded,
low-cost, growth-oriented metals company with near-term copper
production. Returning the Oracle Ridge Mine into production is the
first step in a strategy to aggressively expand Gold Hawk into a
multi-project company.

“Gold Hawk is pleased to reach the next stage in the acquisition of
the Oracle Ridge Copper Mine with the signing of a binding Share
Purchase Agreement,” said Kevin Drover, Gold Hawk’s President and
CEO. “On closing, the Company will immediately start work on a new NI
43-101 compliant Technical Report and Feasibility Study. With
approximately $18 million on hand after closing of the transaction,
Gold Hawk intends to aggressively pursue additional transactions to
grow shareholder value and expand Gold Hawk into a multi-project
company.”

The Oracle Ridge Copper Mine, an underground operation from 1991 to
1996, operated at a mining and processing throughput rate of
approximately 1,000 tons per day. The mine closed in 1996 due to
operating difficulties and low copper prices and there has been no
mining or exploration activity on the property since 1996.
Immediately prior to the mine closing, a feasibility study was
completed to increase production to 2,000 tons per day.

The project hosts multiple zones of primary copper skarn
mineralization with gold and silver by-product credits. Copper grades
in excess of 15% have been reported. Gold and silver have
historically been recovered in the copper concentrate and would be
more significant today given current metal prices.

Historically there have been a number of resource and reserve
estimates available that were made by reliable, knowledgeable
professionals. In 1994, Mintec Inc. were contracted to complete a
reserve estimate as part of a feasibility study for increasing the
mine and processing plants capacity to 2,000 tons per day. At a 1.5%
copper cut-off grade, the Mintec Inc. model estimated 8.14 million
tons of proven and probable ore at a grade of 2.33% copper containing
379,000,000 lbs of copper and an additional possible or inferred
resource of 16.57 million tons at 2.33% copper containing an
additional 772,000,000 lbs of copper. No allowance is made for
dilution, mine loss or pillars and gold and silver grades were not
estimated. The data base for these estimates included 534 drill holes
totalling 163,622 feet. The foregoing estimate is not in compliance
with National Instrument 43-101 – Standards of Disclosure for Mineral
Projects (“NI 43-101″) and is cited for historical purposes only and
should not be relied upon until further work is carried out.

For additional information on the Oracle Ridge Copper Mine
acquisition, please see the Company’s August 17, 2010 media release
“Gold Hawk signs Letter of Intent to acquire the Oracle Ridge Copper
Mine”.

Full details of the acquisition will be included in the Share
Purchase Agreement and other transaction-related documents to be
filed with the regulatory authorities and posted to SEDAR.com in
accordance with applicable securities laws. The transaction is
expected to close in October 2010 and is subject to certain customary
conditions, including receipt of approval from the TSX Venture
Exchange.

Gold Hawk has retained Dundee Securities Corporation as financial
advisors related to this Transaction and Fraser Milner Casgrain LLP
as legal advisors.

The reader is cautioned that Gold Hawk has not verified the
above-mentioned historical resources under National Instrument 43-101
reporting standards. Gold Hawk Resources Inc. has not independently
analyzed the results of the previous exploration therefore the
historical results should not be relied upon. Resource estimates
prepared under reporting codes other than National Instrument 43-101
should not be relied upon to conform to current standards and
definitions. Gold Hawk believes, however, that the historical
resource estimates reported above are material and should be
disclosed. Gold Hawk believes these historical results provide an
indication of the potential of the property and are relevant to
future exploration.

Glenn R. Clark, P.Eng. of Glenn R. Clark & Associates Limited, a
consultant for Gold Hawk, and a Qualified Person under NI 43-101, has
reviewed this media release and is responsible for the technical
information reported herein.

About Gold Hawk Resources Inc.

Gold Hawk
/quotes/comstock/11v!ghk
(CA:GHK
1.18,
+0.09,
+8.26%)
is a Vancouver, Canada-based company
actively exploring business opportunities in the mining sector. The
Company has no debt, approximately $19 million in working capital and
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 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.

Contacts:
Gold Hawk Resources Inc.
Mr. Jason Mercier
Director Investor Relations
(604) 689-9261
info@goldhawkresources.com
www.goldhawkresources.com

SOURCE: Gold Hawk Resources Inc.

mailto:info@goldhawkresources.com

http://www.goldhawkresources.com

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