Adriana Resources Inc.

Adriana Resources Inc.

January 17, 2011 19:03 ET

Adriana Announces Strategic Partnership With WISCO

TORONTO, ONTARIO--(Marketwire - Jan. 17, 2011) - Adriana Resources Inc. ("Adriana" or the "Company") (TSX VENTURE:ADI) is pleased to announce that the Company has entered into a binding framework agreement (the "Framework Agreement") with WISCO International Resources Development & Investment Limited "WISCO". The parties have agreed to cooperate on the development, construction and operation of the Lac Otelnuk Project. Pursuant to the Framework Agreement, the Company will receive $120 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 and that number of common shares of the Company representing 19.9% of the issued and outstanding shares issued under a private placement.

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 to be determined by a definitive feasibility study. The Framework Agreement provides that the parties have 60 days to settle and enter into a definitive joint venture agreement with respect to the Joint Venture. The private placement will be at a price based off of a 20 day VWAP preceding the date of the Framework Agreement and will close within 45 days of such date. Subject to regulatory approval, Adriana will issue approximately 28,680,000 common shares in connection with the private placement. Upon closing of the private placement, WISCO will be entitled to nominate a director to the board of Adriana. Finders fees in the amount of $1.7 million will be paid on the closing of the private placement, $9.5 million will be paid on the closing of the definitive agreement and a 4% participating interest in the joint venture will be granted to an arm's length third party in connection with the closing of the definitive joint venture agreement.

The transactions contemplated in the Framework Agreement are subject to approval by the Government of China, regulatory approvals, due diligence and the settlement and execution of a definitive joint venture agreement.

There can be no assurance that the parties will be able to settle the terms of a definitive joint venture agreement within 60 days.

Allen J. Palmiere, President & C.E.O. of the Company stated, "Adriana's primary focus for the last 18 months has been to engage a strategic partner for the Lac Otelnuk Project. Our partnership with WISCO, one of the largest integrated steel groups in China, is an incredible milestone for the Company. WISCO's technical and financial strength will result in accelerating the development of the Lac Otelnuk project. We believe that Lac Otelnuk has the potential to be one of the largest iron ore mines in the world and will create employment opportunities in Quebec and value for all stakeholders."


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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