Adriana Announces Closing of $4.0 Million Private Placement of Units and Flow-Through Shares
In addition, the Company announces that it has closed the previously announced private placement of 4,255,320 flow-through common shares of the Company (each a "Flow-Through Share") at a price of $0.47 per Flow-Through Share for gross proceeds of approximately $2 million (the "Flow-Through Financing") with Haywood. All securities issued under the Unit Financing and Flow-Through Share Financing are subject to a four-month hold period until September 8, 2010.
The Company paid Haywood a commission in the amount of $280,000, representing 7% of the gross proceeds of the Unit Financing and Flow-Through Financing. In addition, the Company issued to Haywood compensation options entitling Haywood to purchase 555,319 Units (a "Compensation Unit"), at a price of $0.40 per Compensation Unit until May 7, 2012. Each Compensation Unit consists of one Common Share and one-half Warrant.
The Company intends to use the gross proceeds of the Flow-Through Financing to increase and upgrade its mineral resources on its Lac Otelnuk Property. The Company intends to use the net proceeds from the Unit Financing for general corporate purposes.
The Company has commenced the mobilization of a drill crew for its summer drilling program and anticipates that drilling will commence by the end of May. The objective is to drill approximately 10,000 meters intended to increase and upgrade the existing resources and to provide samples for metallurgical testing. In 2009, a National Instrument 43-101 ("NI 43-101") compliant Technical Report and Mineral Resource Estimate was issued on behalf of the Company by Watts, Griffis and McOuat (the "NI 43-101 Report") pursuant to which mineral resource estimates totalling 6.26 billion tonnes were defined only for the South Zone of the Lac Otelnuk Property of which 4.29 billion tonnes are indicated resources and 1.97 billion tonnes are inferred resources as follows:
Resource Classification for the South Zone of the Otelnuk Property (cutoff of 18% DTWR) |
Tonnes (in billions) |
%TFe Head |
DTWR % |
% SiO2 |
%TFe DTC |
Indicated |
4.29 |
29.08 |
27.26 |
3.53 |
68.00 |
Inferred |
1.97 |
29.24 |
26.55 |
3.51 |
68.12 |
A copy of the NI 43-101 Report was filed on SEDAR on May 7, 2009 and is available under the Company's SEDAR profile at www.sedar.com. The NI 43-101 Report is subject to the assumptions and conditions set out therein. Mr. Frank Condon, P.Eng., a Qualified Person as defined in NI 43-101, has reviewed and approved the disclosure relating to the South Zone of the Otelnuk Property and the NI 43-101 Report contained in this news release.
ON BEHALF OF ADRIANA RESOURCES INC.
Allen J. Palmiere
President and CEO
For more information, please contact:
Connie Dos Santos (416) 363-1308 () or visit the Company's website at www.adrianaresources.com
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the 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 or for the account or benefit of a "U.S. person" (as defined in Regulation S under the U.S. Securities Act) unless an exemption from such registration is available.
Certain information regarding the Company, including the Company's plans to increase and upgrade mineral resources and management's assessment of future plans and operations, may constitute forward-looking statements under applicable securities laws and necessarily involve known and unknown risks and uncertainties. Without limitation, statements relating to potential mineralization and resources, exploration results, mining and development, future plans and objectives of the Company and imprecision of mineral resources estimates, are forward-looking statements that involve various degrees of risk. 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, changes in the world wide price of mineral commodities and currency fluctuations, general market conditions, the uncertainty of future profitability and access to sufficient capital, risks inherent in mineral exploration, development, construction and mining operations, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, environmental risks, access to labour and services and competition from other companies. 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.
Adriana Announces $4.0 Million Private Placement of Units and Flow Through Shares
In addition, the Company announced that it has also entered into an agreement with Haywood in respect of a private placement on a guaranteed agency basis of 4,255,319 flow-through common shares of the Company (each a "Flow-Through Share") at a price of $0.47 per Flow-Through Share for gross proceeds of $2 million (the "Flow-Through Financing"). All securities issued under the Unit Financing and Flow-Through Share Financing are subject to a four-month hold period from the date of the closing of such financings.
In connection with the completion of the Offering, the Company will pay Haywood a commission in the amount of 7% of the gross proceeds of the Offering. In addition, the Company will issue to Haywood compensation options entitling Haywood to purchase up to 705,320 Units (a "Compensation Unit"), assuming the exercise of the Over-Allotment Option, at a price of $0.40 per Compensation Unit for a period of two years following the closing date of the Offering, subject to the approval of the TSX Venture Exchange. Each Compensation Unit consists of one Common Share and one-half Warrant.
The Company intends to use the gross proceeds of the Flow-Through Financing to increase and upgrade its mineral resources on its Lac Otelnuk Property. The Company intends to use the net proceeds from the Unit Financing for general corporate purposes.
Adriana is currently focused on the advancement of its Lac Otelnuk iron ore deposit located in the Labrador Trough, Nunavik, Québec.
ON BEHALF OF ADRIANA RESOURCES INC.
"Allen J. Palmiere"
President and CEO
For more information, please contact Connie Dos Santos (416) 363-1308 () or visit the Company's website at www.adrianaresources.com.
Certain information regarding the Company, including the Company's plans to increase and upgrade mineral resources and management's assessment of future plans and operations, may constitute forward-looking statements under applicable securities laws and necessarily involve known and unknown risks and uncertainties. Without limitation, statements relating to potential mineralization and resources, exploration results, mining and development, future plans and objectives of the Company and imprecision of mineral resources estimates, are forward-looking statements that involve various degrees of risk. 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, changes in the world wide price of mineral commodities and currency fluctuations, general market conditions, the uncertainty of future profitability and access to sufficient capital, risks inherent in mineral exploration, development, construction and mining operations, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, environmental risks, access to labour and services and competition from other companies. 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.
Adriana Grants Incentive Stock Options and files 2009 Financial Statements
The Company also announces that it has filed its audited consolidated financial statements as at and for the financial years ended October 31, 2009 and 2008 (the "2009 Audited Financials") on SEDAR and that the 2009 Audited Financials were mailed to the shareholders of the Company. The Company announces that it has restated its 2008 financial statements to, among other things, reflect an increase in capital assets and related accrued liabilities pertaining thereto of approximately $3.5 million and adjust foreign exchange expenses which resulted in an increase in the Company's loss for the 2008 financial year by approximately $250,000. Further information related to the restatement is set out in the 2009 Audited Financials. Management of the Company does not consider the amendments resulting in the restatement to be material.
Adriana is currently focused on the advancement of its Lac Otelnuk world-class iron ore deposit located in the Labrador Trough, Nunavik, Québec.
ON BEHALF OF ADRIANA RESOURCES INC.
"Allen J. Palmiere"
President and CEO
For more information, contact: Robert Ferguson at 604-629-0250/ Toll Free at 1-877-629-0150 () rferguson@adrianaresources.com or Connie Dos Santos (416)-363-1308 () or visit the Company's website at www.adrianaresources.com.
Certain information regarding the Company, including management's assessment of future plans and operations, may constitute forward-looking statements under applicable securities laws and necessarily involve known and unknown risks and uncertainties. Without limitation, statements relating to potential mineralization and resources, mining exploration and development, future plans and objectives of the Company and imprecision of mineral resources estimates, are forward looking statements that involve various degrees of risk. 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, changes in the world wide price of mineral commodities and currency fluctuations, general market conditions, the uncertainty of future profitability and access to sufficient capital, risks inherent in mineral exploration, development, construction and mining operations, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, environmental risks, access to labour and services and competition from other companies. 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.
Adriana Announces Ronald P. Gagel as a New Director
Mr. Gagel is a chartered accountant with more than 30 years of professional experience, predominantly in the natural resources sector. Mr. Gagel is currently the Senior Vice President and Chief Financial Officer of FNX Mining Company. Prior to this, Mr. Gagel was the Chief Financial Officer of Aur Resources Inc. Mr. Gagel has been a director of a number of public companies including FNX Mining Company, HudBay Minerals Inc. and Central Sun Mining (formerly Glencairn Gold Corporation and now part of B2Gold). Mr. Gagel has also been an active director of the Prospectors & Developers Association of Canada since 1997.
"I am thrilled that Mr. Gagel has accepted the appointment as a director of Adriana. Mr. Gagel's extensive experience in the resources sector will be an asset to our Board and to the future of the Company" said Mr. Allen J. Palmiere, President and Chief Executive Officer of the Company.
The Company also announces that its annual and special meeting of the shareholders of the Company will be held at 20 Toronto Street, 12th Floor, Toronto, Ontario on Thursday, April 8, 2010 at 11:00 a.m.
Adriana is currently focused on the advancement of its Lac Otelnuk world-class iron ore deposit located in the Labrador Trough, Nunavik Quebec.
For more information, contact:
Daniella Dimitrov () at (416) 363-1859 or visit the Company's website at www.adrianaresources.com.
ON BEHALF OF ADRIANA RESOURCES INC.
"Allen J. Palmiere"
President and CEO
Certain information regarding the Company, including the Company's plans to increase and upgrade mineral resources and management's assessment of future plans and operations, may constitute forward-looking statements under applicable securities laws and necessarily involve known and unknown risks and uncertainties. Without limitation, statements relating to potential mineralization and resources, mining exploration and development, future plans and objectives of the Company and imprecision of mineral resources estimates, are forward looking statements that involve various degrees of risk. 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, changes in the world wide price of mineral commodities and currency fluctuations, general market conditions, the uncertainty of future profitability and access to sufficient capital, risks inherent in mineral exploration, development, construction and mining operations, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, environmental risks, access to labour and services and competition from other companies. 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 Announces Second Flow-Through Private Placement Closing and 2010 Program to Increase and Upgrade Resources at its Lac Otelnuk Property in Quebec
February 8, 2010 - Adriana Resources Inc. ("Adriana" or the "Company") - (TSX-V:ADI) announces that it has closed the second tranche of a non-brokered structured private placement by issuing 4,270,000 flow-through common shares at $0.89 per share (the "Second Closing") for gross proceeds of $3.8 million. All securities issued under the Second Closing will be subject to a four-month hold period expiring on June 6, 2010. The Company has raised aggregate gross proceeds from both tranches of the private placement of approximately $5 million. Finder's fees totaling $250,090 are payable by the Company to certain third parties in respect of both tranches of the private placement.
Adriana is currently focused on the advancement of its Lac Otelnuk iron ore deposit located in the Labrador Trough, Nunavik Quebec (the "Otelnuk Property"). The Otelnuk Property is a Lake Superior-type surface exposed iron formation, or taconite, identified over a strike length of approximately 25 kilometers.
The Otelnuk Property was first recognized and mapped in 1948. Diamond drilling, geological and geophysical mapping and certain metallurgical studies were completed on behalf of King Resources Company ("King Resources") in the 1970s. Metals, Petroleum & Hydraulic Resources Consulting Limited ("MPH") managed the field work, metallurgical testwork, "mineral resources" estimates and economic studies which were carried out between 1970 and 1977 on the North Zone and the South Zone of the Otelnuk Property.
In 2007 and 2008, the Company completed a drilling program on a rectangular area of 9.0 kilometers long by 2.5 kilometers wide of the South Zone of the Otelnuk Property. The zone is open along strike to the northwest and southeast and down dip to the northeast where it dips gently under overlying cap rock. The program was designed to test the entire stratigraphy of the drilled zone. In 2009, a National Instrument 43-101 ("NI 43-101") compliant Technical Report and Mineral Resource Estimate was issued on behalf of the Company by Watts, Griffis and McOuat (the "NI 43-101 Report") pursuant to which mineral resource estimates totalling 6.26 billion tonnes were defined only for the South Zone of which 4.97 billion tonnes are indicated resources and 1.97 billion tonnes are inferred resources as follows:
| Resource Classification for the South Zone of the Otelnuk Property (cutoff of 18% DTWR) |
Tonnes (in billions) |
%TFe Head |
DTWR % |
% SiO2 |
%TFe DTC |
|---|---|---|---|---|---|
| Indicated | 4.29 | 29.08 | 27.26 | 3.53 | 68.00 |
| Inferred | 1.97 | 29.24 | 26.55 | 3.51 | 68.12 |
A copy of the NI 43-101 Report was filed on SEDAR on May 7, 2009 and is available under the Company's SEDAR profile at www.sedar.com. The NI 43-101 Report is subject to the assumptions and conditions set out therein. Mr. Frank Condon, P.Eng., a director of the Company and also a Qualified Person as defined in NI 43-101, has reviewed and approved the disclosure relating to the South Zone of the Otelnuk Property and the NI 43-101 Report contained in this news release.
The North Zone of the Otelnuk Property, where drilling in the 1970s on behalf of King Resources outlined the presence of a significant iron formation similar to that of the South Zone, has not yet been drill tested by the Company. Between 1970 and 1973, 31 vertical diamond drillholes aggregating 1,349 meters were drilled in the North Zone. This drilling mainly tested only one of three contiguous cherty-banded magnetite units. By comparison, drilling by Adriana in the South Zone of the Otelnuk Property was designed to test all three stratigraphic units of the South Zone.
In 1975, mineral resource estimates for the North Zone of the Otelnuk Property were prepared by three representatives of MPH, including Mr. G.A. Tremblay, P. Eng. Mr. G.A. Tremblay is currently a consultant to the Company. These historical resource estimates total approximately 6.3 billion tonnes as follows:
| Historical Resource Estimates for the North Zone of the Otelnuk Property |
Tonnes (in billions) |
% Mag Fe |
% TFe |
|---|---|---|---|
| Selected Magnetite IF | 0.613 | 25.08 | 33.92 |
| Other Magnetite IF | 0.317 | 25.00 | 34.00 |
| Jasper Hematite-Magnetite IF | 2.165 | 14.00 | 27.00 |
| Banded Cherty Magnetite IF | 3.223 | 15.00 | 26.55 |
| Total | 6.318 | 16.00 | 30.00 |
All historical assay and testwork was done at Lakefield Research of Canada Limited ("Lakefield") in Lakefield, Ontario. In addition, pilot plant test work done in 1977 at Lakefield on a 21-ton bulk sample collected from the upper units of the North Zone, indicated that the iron formation is amenable to conventional magnetic separation technology, yielding a good concentrate of 68.5% iron with a silica content of 3.5%, suitable for pelletizing.
The historical resource estimates referred to in this press release are based on work completed by MPH for King Resources and have not been confirmed in accordance with the standards in NI 43-101. The Company has presented the historical resource estimates because the Company considers them to be relevant and of historic significance. The Company is not treating the historical resource estimates as a defined current resource verified by a Qualified Person under NI 43-101 and these historical resource estimates should not be relied upon.
Mr. G.A. Tremblay, P.Eng., a consultant to the Company and also a Qualified Person as defined in NI 43-101, has reviewed and approved the disclosure relating to the North Zone of the Otelnuk Property contained in this news release.
Proceeds from the private placement will be used by the Company to fund its exploration program in 2010 to increase and upgrade mineral resources on the Otelnuk Property. The Company plans to complete a diamond drilling program on the North Zone designed to test the entire stratigraphy of the drilled zone and define an NI 43-101 compliant mineral resource estimate. The Company also plans further diamond drilling on the South Zone to upgrade a portion of the indicated mineral resources contained in the NI 43-101 Report in respect of the South Zone to measured mineral resources. As part of its 2010 Otelnuk Property program, the Company also plans to complete certain geo-metallurgical sampling and testing.
For more information, contact:
Daniella Dimitrov at ddimitrov@adrianaresources.com or (416) 363-1859 or visit the Company's website at www.adrianaresources.com.
ON BEHALF OF ADRIANA RESOURCES INC.
"Allen J. Palmiere"
President and CEO
Certain information regarding the Company, including the Company's plans to increase and upgrade mineral resources and management's assessment of future plans and operations, may constitute forward-looking statements under applicable securities laws and necessarily involve known and unknown risks and uncertainties. Without limitation, statements relating to potential mineralization and resources, exploration results, mining and development, future plans and objectives of the Company and imprecision of mineral resources estimates, are forward-looking statements that involve various degrees of risk. 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, changes in the world wide price of mineral commodities and currency fluctuations, general market conditions, the uncertainty of future profitability and access to sufficient capital, risks inherent in mineral exploration, development, construction and mining operations, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, environmental risks, access to labour and services and competition from other companies. 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.
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