Adriana Resources Inc.
TSX VENTURE : ADI

Adriana Resources Inc.

May 09, 2008 14:51 ET

Adriana Shareholders Approve Shareholder Rights Plan

VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 9, 2008) - Adriana Resources Inc. ("Adriana" or the "Company") (TSX VENTURE:ADI)(WKN:A0F7EL) announces that the shareholder rights plan agreement (the "Rights Plan") which was adopted by the Company's Board of Directors and announced on April 8, 2008, was approved by Adriana's shareholders at the Company's special meeting held on April 30, 2008. The Rights Plan was adopted to ensure the fair treatment of all Adriana shareholders in the event of any unsolicited take-over bid for the outstanding common shares of Adriana. It will provide shareholders with adequate time to properly evaluate and assess a take-over bid and ensure a proposed transaction is in the best interest of all shareholders. The Rights Plan also provides the Board with additional time to consider any take-over bid and, if applicable, to pursue alternatives in order to protect, preserve and maximize shareholder value. In addition, it would allow time for competing bids to emerge.

The Rights Plan was not designed to prevent take-over bids that treat Adriana shareholders fairly. The rights issued under the Rights Plan become exercisable only when a person, together with any party related to it or acting jointly with it, acquires or announces the intention to acquire 20% or more of Adriana's outstanding common shares without complying with the "Permitted Bid" provisions of the Rights Plan or without the approval of the Board of Directors.

Any bid that meets certain criteria intended to protect the interests of all shareholders are deemed to be "Permitted Bids". A Permitted Bid must be made by way of a take-over bid circular prepared in compliance with applicable securities laws and, in addition to certain other conditions, must remain open for 60 days. In the event a take-over bid does not meet the Permitted Bid requirements of the Rights Plan, the rights issued under the plan will entitle shareholders (other than any shareholder or shareholders involved in the take-over bid) to purchase additional common shares of Adriana at a significant discount to the market price of the common shares at that time.

The Company is not aware of any pending or threatened take-over bid or proposal to acquire control of the Company. The Rights Plan is similar to those adopted by other Canadian listed companies and is consistent with Canadian corporate practices. The Rights Plan will expire at the end of the third annual meeting of shareholders of the Company, following the approval. The full text of the Rights Plan is available in the Company's profile on www.sedar.com.

About Adriana Resources Inc.

Adriana's goal is to become a fully integrated iron ore producer through continued development of its iron ore port facility in Brazil, through acquisition of iron ore mineral resources in Brazil, and the advancement of the Lac Otelnuk Iron Project in Quebec, Canada.

ON BEHALF OF ADRIANA RESOURCES INC.

Michael J. Beley, President

Certain information regarding the Company including management's assessment of future plans and operations, may constitute forward-looking statements under applicable securities laws and necessarily involve risks associated with mining exploration and development, volatility of prices, currency fluctuations, imprecision of resource estimates, environmental risks, access to labour and services, competition from other companies and ability to access sufficient capital. As a consequence, actual results may differ materially from those anticipated in the forward-looking statements.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Adriana Resources Inc.
    Robert Ferguson
    (604) 629-0250 or Toll Free: 1-877-629-0150
    or
    Adriana Resources Inc.
    Ali Sinawi
    (604) 629-0250 or Toll Free: 1-877-629-0150
    Website: www.adrianaresources.com