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ADI

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Share Name Share Symbol Market Type
TSXV:ADI TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Adriana Announces Sucessful Closing of Joint Venture Agreement With WISCO

12/01/2012 6:30pm

Marketwired Canada


Adriana Resources Inc. ("Adriana") - (TSX VENTURE:ADI) is pleased to announce
that it has successfully closed the transactions contemplated by the Joint
Venture Agreement (the "JV Agreement"), as previously announced by Adriana on
December 19, 2011, with a wholly owned subsidiary of WISCO International
Resources Development & Investment Limited ("WISCO") to engage in the
development and operation of Adriana's Lac Otelnuk and December Lake iron ore
properties in Nunavik, Quebec (together, the "Lac Otelnuk Project").


Mr. Allen J. Palmiere, President and CEO of Adriana said, "Closing this Joint
Venture Agreement with WISCO is a tremendous achievement for Adriana. We are
delighted to have WISCO as our strategic partner as their financial strength and
technical expertise enables the Lac Otelnuk Project to move forward while
mitigating a number of risk factors normally associated with a project of this
magnitude. We look forward to working together with all stakeholders to move the
project through development and into construction."


Pursuant to the JV Agreement, WISCO has funded an aggregate of CDN$91,633,611 of
which CDN$51,633,611 was paid directly to Adriana and the remaining
CDN$40,000,000 was injected into a joint venture company, Lac Otelnuk Mining
Ltd. ("LOM"). Adriana has transferred its interest in the Lac Otelnuk Project
into LOM. WISCO has acquired a 60% interest in LOM while Adriana holds the
remaining 40% interest. WISCO has agreed to use commercial best efforts to
assist LOM to obtain project financing for 70% of the development and
construction costs for the Lac Otelnuk Project, the size and scope of which will
be determined by a bankable Feasibility Study. Under the terms of the JV
Agreement, WISCO may provide dilution protection to Adriana by providing funding
assistance of up to a maximum of CDN$200,000,000 for a term of up to 12 months
in the event that Adriana has difficulty in funding its share of any cash call
prior to the achievement of commercial production. Adriana and WISCO have agreed
to purchase from LOM all the production from the Lac Otelnuk Project at fair
market value in proportion to their respective equity interests. Mr. Palmiere
has been appointed as the CEO of LOM and Adriana has the right to appoint two of
the five directors of LOM. LOM will reimburse Adriana for certain expenditures
incurred on the Lac Otelnuk Project since January 17, 2011, the date Adriana and
WISCO entered into the original Framework Agreement. A finder's fee in the
amount of CDN$6,763,361 will be paid by Adriana in full satisfaction of the
previously disclosed agreement with an arm's length third party.


The closing of the JV Agreement was subject to a number of conditions which
included, among other things, Government approvals in Canada and China, and
regulatory approvals including final approval from the TSX Venture Exchange and
the receipt of shareholder approval by Adriana as required under the policies of
the TSX Venture Exchange.


Settlement Agreement

In 2010, Adriana filed an application with the Quebec Superior Court for a
judicial interpretation of certain provisions of the Lac Otelnuk Option
Agreement. In 2011, the defendants to the application served a plea and cross
demand. On August 19, 2011 the parties entered into a conditional settlement
agreement pursuant to which the litigation in the Quebec Superior Court was
adjourned pending the satisfaction of the settlement's conditions.


As a result of the closing of the JV Agreement, all the settlement conditions
have been satisfied and the litigation is at an end. As part of the settlement,
Adriana exercised the option agreement relating to certain claims and all the
related titles have been transferred to LOM; half of the royalty in the Lac
Otelnuk Option Agreement has been acquired and extinguished for cash
consideration of CDN$5,500,000 (leaving a residual 1.25% gross revenue royalty
on certain claims); and Adriana issued 4,000,000 common shares. The common
shares issued are subject to a hold period expiring on May 13, 2012.


Pre-Emptive Right

Pursuant to the terms of the private placement to WISCO completed on March 23,
2011, WISCO has a pre-emptive right to subscribe for, at the same or equivalent
cash subscription price, any equity securities that Adriana 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. Accordingly, as a result of the issuance of the 4,000,000 common
shares, WISCO will have the right to subscribe to 972,780 common shares of
Adriana. The shares are subject to the approval of the TSX Venture Exchange.


About WISCO

WISCO is one of the major subsidiaries of Wuhan Iron & Steel (Group) Corporation
(the "WISCO Group"), headquartered in Wuhan in the province of Hubei in the
People's Republic of China. The WISCO Group is one of the "Big Three" Chinese
state-owned integrated iron and steel company. In 2010, the WISCO Group had an
annual output of 36 million tonnes of steel. The WISCO Group's portfolio of
business activities includes mining, coking, sintering, iron making, steel
making, rolling and associated utilities.


ON BEHALF OF ADRIANA RESOURCES INC.

Allen J. Palmiere, President and CEO

Certain information regarding Adriana, 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, 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. 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.


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