Adriana Announces Closing of $28 Million Private Placement With WISCO
Mar. 23, 2011 (Marketwire Canada) --
TORONTO, ONTARIO -- Adriana Resources Inc. ("Adriana" or the "Company") - (TSX VENTURE:ADI) is pleased to announce that as contemplated in the Framework Agreement (the "Framework Agreement"), previously announced on January 17, 2011, it has closed the private placement (the "Private Placement") with WISCO International Resources Development & Investment Limited ("WISCO") of 29,243,700 Common Shares of the Company ("Common Shares") at a price of $0.97 per share for aggregate proceeds of $28,366,389 representing 19.9% of the issued and outstanding shares, on a post issuance basis, of the Company. On closing of the Private Placement, the Company will pay a finder's fee in the amount of $1,985,647. All securities issued pursuant to the Private Placement are subject to a four-month hold period from the date of the closing.
As contemplated in the Framework Agreement, on closing of the Definitive Joint Venture Agreement, WISCO will contribute an additional $91,633,611, being the balance of the $120.0 million of WISCO's original commitment. WISCO will in turn receive a 60% participating interest in a Joint Venture which will hold Adriana's current interests in the Company's Lac Otelnuk and December Lake iron ore properties in Northern Quebec. Under the terms of the Private Placement, WISCO has been granted certain rights including the ability to appoint one representative to Adriana's board of directors and WISCO has a pre-emptive right to subscribe for, at the same or equivalent cash subion price, any equity securities that the Company proposes to issue, up to that number of offered securities as will enable WISCO, upon completion of the issuance, to maintain its then current proportionate interest in the Company. This pre-emptive right will terminate if (i) the proposed Joint Venture Agreement between WISCO and the Company has not been entered into by May 16, 2011 for certain specified reasons, (ii) the closing of the proposed Joint Venture between WISCO and the Company is not completed by June 30, 2011 under specified circumstances, and (iii) WISCO's ownership of common shares of the Company is reduced to less than 10% of the issued and outstanding common shares of the Company. The subion agreement entered into with respect to the Private Placement also contains customary representations and covenants in relation to the sale and purchase of the Shares.
Under the terms of the Framework Agreement, WISCO will use commercially reasonable efforts to assist the Joint Venture to obtain project financing for not less than 70% of the capital cost of the project as determined by a definitive feasibility study. The Framework Agreement provided that the parties had 60 days to settle and enter into a Definitive Joint Venture Agreement with respect to the Joint Venture. Due to winter weather conditions at the Lac Otelnuk site in Northern Quebec, WISCO has not yet visited the site to complete its technical due diligence. Accordingly, we have extended the closing date of the Definitive Joint Venture Agreement to a date on or before June 30, 2011. A site visit will be arranged as soon as possible.
The Company intends to use the net proceeds of the Private Placement to advance the Lac Otelnuk project and for general corporate purposes.
Allen J. Palmiere, President and C.E.O said "We welcome WISCO as our largest shareholder and look forward to having WISCO as our Strategic Partner so that we can accelerate the development of our Lac Otelnuk project located in the Labrador Trough, Nunavik, Québec.
ON BEHALF OF ADRIANA RESOURCES INC.
Allen J. Palmiere, President and CEO
Certain information regarding the Company, including the completion of the definitive joint venture agreement with WISCO may constitute forward-looking statements under applicable securities laws and necessarily involve known and unknown risks and uncertainties. Certain important risk factors could cause the Company's actual results to differ materially from those expressed or implied by such forward-looking statements including, without limitation, completion of due diligence to the satisfaction of WISCO, approvals of the government of China, approval of the TSX-V, changes in the world wide price of mineral commodities and currency fluctuations, general market conditions, and the uncertainty of future profitability and access to sufficient capital. As a consequence, actual results may differ materially from those anticipated in the forward-looking statements and caution should be exercised on placing undue reliance on forward looking information.
Neither 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 press release.
Adriana Resources Inc.
President & CEO
416-363-2200
apalmiere@adrianaresources.com
Adriana Resources Inc.
Director, Investor Relations
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