Adriana Resources Inc.

Adriana Resources Inc.

February 15, 2011 09:52 ET

Adriana Announces Signing $28 Million Private Placement With WISCO

TORONTO, ONTARIO--(Marketwire - Feb. 15, 2011) - 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 signed a subscription agreement for a private placement (the "Private Placement") with WISCO International Resources Development & Investment Limited ("WISCO") representing 19.9% of the issued and outstanding shares, on a post issuance basis, of the Company. WISCO will receive approximately 29.1 million Common Shares of the Company at a 20 day volume weighted average price preceding the date of signing of the Framework Agreement of $0.97, for gross proceeds of approximately $28 million. WISCO will be entitled to nominate a director to the board of Adriana. On closing of the Private Placement, the Company will pay a finder's fee in the amount of approximately $1.7 million. All securities issued pursuant to the Private Placement are subject to a four-month hold period from the date of the closing. The closing of the Private Placement is subject to approval by the Government of China and the approval of the TSX Venture Exchange. Closing is expected to occur within three weeks.

As contemplated in the Framework Agreement, on closing of the Definitive Joint Venture Agreement, the Company will receive approximately $92 million from WISCO who in turn will receive a 60% participating interest in a Joint Venture Company 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 Framework Agreement WISCO will use commercially reasonable efforts to assist the Joint Venture Company to obtain project financing for not less than 70% of the capital cost of the project as determined by a definitive feasibility study.

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 "Adriana and WISCO are committed to completing the transactions under the terms of the Framework Agreement and we continue to negotiate the terms of the definitive agreement with WISCO. We welcome WISCO as one of our largest shareholders".


Allen J. Palmiere, President and CEO

Certain information regarding the Company, including the completion of the definitive joint venture agreement with WISCO and the WISCO private placement, 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.

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