Adriana Resources Inc.

Adriana Resources Inc.

April 12, 2010 08:40 ET

Adriana Announces $4.0 Million Private Placement of Units and Flow Through Shares

TORONTO, ONTARIO--(Marketwire - April 12, 2010) -


Adriana Resources Inc. ("Adriana" or the "Company") - (TSX VENTURE:ADI) announced that it has entered into an agreement with Haywood Securities Inc. ("Haywood") in respect of a private placement for the sale, on a bought deal basis, in each of the provinces and territories of Canada other than Quebec (the "Unit Financing") of 5,000,000 units of the Company (each a "Unit") at a price of $0.40 per Unit for gross proceeds of $2 million. Each Unit consists of one common share of the Company (each a "Common Share") and one half of one common share purchase warrant (each a "Warrant") entitling the holder thereof to acquire one Common Share at a price of $0.50 per Common Share for a period of two years from the closing of the Unit Financing. The Company has also granted Haywood an option (the "Over-Allotment Option"), exercisable in whole or in part by Haywood giving notice to the Company at any time up to the closing of the Unit Financing, to sell up to an additional 2,500,000 Units at a price of $0.40 per Unit to cover over-allotments, if any.

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.


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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