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ARA Anconia Resources Corp

0.01
0.00 (0.00%)
Last Updated: 00:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type
Anconia Resources Corp TSXV:ARA 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% 0.01 0.02 0.02 0 00:00:00

Anconia Resources Corp. (Formerly Citadel Gold Mines Inc.) Closes Reverse Take-Over Transaction and Completes $3.5M Private Plac

15/06/2011 6:26pm

Marketwired Canada


NOT FOR RELEASE OR DISSEMINATION INTO THE UNITED STATES 

Anconia Resources Corp. (TSX VENTURE:ARA) ("Anconia" or the "Company") (formerly
Citadel Gold Mines Inc. ("Citadel") (NEX:CGM.H), is pleased to announce that it
has completed the previously announced reverse takeover transaction (the
"Transaction") pursuant to which Anconia acquired all of the issued and
outstanding common shares in the capital of 2215107 Ontario Inc. ("221"), a
private Ontario corporation with an interest in a mineral property in Nunavut
(the "Property") from the shareholders of 221 (the "221 Shareholders"), and
completed a private placement financing for gross proceeds of approximately
$3,510,100.


Citadel's common shares, which had traded on the NEX, were halted on January 26,
2011, at Citadel's request pending the completion of the Transaction and receipt
of final approval of the TSX Venture Exchange (the "Exchange"). In connection
with closing the Transaction, the common shares of Anconia (the "Anconia
Shares") will be listed on Tier 2 of the Exchange under the trading symbol
"ARA", subject to final approval of the Exchange. Anconia will issue a further
press release advising when Exchange final approval has been received and the
expected date for the Anconia Shares to recommence trading on the Exchange.


Concurrently with the closing of the Transaction, Citadel: (i) changed its name
to Anconia Resources Corp.; (ii) consolidated its common shares on the basis of
one (1) post-consolidation common share for every five (5) pre-consolidation
common shares (the "Consolidation"); and (iii) completed a private placement of
units and flow-through units for gross proceeds of approximately $3,510,100 (the
"Financing").


On closing of the Transaction: (i) the 221 Shareholders were issued 12,276,000
Anconia Shares (on a post-Consolidation basis); (ii) MO-KAR Holdings Inc.
received 613,800 Anconia Shares (on a post-Consolidation basis) as a finder's
fee in connection with the acquisition of the Property, and (iii) 1,650,000
Anconia Shares (on a post-Consolidation basis) were issued to Dr. Bernard
Sherman and to a company controlled by Dr. Sherman pursuant to the conversion of
$625,000 aggregate principal amount of convertible debentures previously issued
to them. 


Financing 

Concurrently with the closing of the Transaction, Anconia closed the Financing
pursuant to which Anconia issued 5,962,998 units (the "Units") at a price of
$0.30 per Unit and 5,737,332 flow-through units (the "Flow-Through Units") at a
price of $0.30 per Flow-Through Unit for gross proceeds of approximately
$3,510,100. Each Unit and Flow-Through Unit consisted of one Anconia Share
(issued on a "flow-through" basis in the case of Flow-Through Units) and
one-half of one Anconia Share purchase warrant (each whole share purchase
warrant, a "Warrant"). Each Warrant is exercisable to acquire one additional
non-flow-through Anconia Share for a period of 18 months following the closing
of the Financing at a price of $0.45. Completion of the Financing was a
condition to closing of the Transaction.


In connection with the Financing, Anconia paid to certain finders (each, a
"Finder") a cash commission (the "Commission") equal to 8% of the gross proceeds
of the Financing and issued to the Finders warrants (the "Finders' Warrants")
exercisable to acquire that number of Anconia Shares equal to 8% of the total
number of Units and Flow-Through Units issued pursuant to the Financing. Each
Finders' Warrant is exercisable on the same terms as the Warrants. In total,
Anconia paid $311,284 as Commission and issued 936,025 Finders' Warrants. 


The proceeds from the Financing will be used to carry out exploration work on
the Property and for working capital purposes.


All of the securities issued in connection with the Financing will be subject to
restrictions on resale for four months from closing.


New Board and Management of Anconia 

On closing of the Transaction, Messrs. Timothy Beesley and Dr. Colin Bowdidge
resigned as directors of the Company and Messrs. Michael Florence (CEO), John
Sadowski (President, Secretary and Treasurer) and Nazim Lalji (CFO) resigned as
officers of the Company.


On closing the following individuals were appointed as directors and officers of
the Company:




    Jason Brewster                -          President, CEO and Director
    Peter Miller                  -          Director and Chairman      
    Harvey McKenzie               -          CFO and Secretary          
    John Sadowski                 -          Director                   
    Michael Florence              -          Director                   
    Denis Clement                 -          Director                   



The incoming board of directors would like to thank Messrs. Beesley, Bowdidge
and Lalji for their contributions and service to Citadel.


Auditors 

It is intended that McCarney Greenwood LLP, Chartered Accountants, will be
appointed as the auditors of Anconia. Collins Barrow Toronto LLP were the
auditors of Citadel.


Additional Information 

For further information concerning the Transaction, the Property, and the
business of Anconia following completion of the Transaction, please see
Citadel's filing statement dated May 27, 2011 and the NI 43-101 technical report
on the Property available under the Company's profile on SEDAR at www.sedar.com,
as well as Citadel's press releases dated January 26, 2011, April 28, 2011 and
May 30, 2011.


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