Adroit Resources Inc.

Adroit Resources Inc.

December 04, 2007 12:01 ET

Adroit Resources Inc.: Loan Agreement for up to Euro 17.2 Million Signed

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 4, 2007) - Adroit Resources Inc. (TSX VENTURE:ADT)(FRANKFURT:A7V)(BERLIN:A7V) -

Management is pleased to announce that the Company has entered into an agreement with Treuinvest GmbH to borrow up to Euro 17.2 million (approximately C$24.8 million at current exchange rates) as a senior secured, limited recourse loan. The loan proceeds will be used to finance expanding the Company's mineral and oil and gas operations, as well as for general working capital, with not less than 50% of the funds being allocated to the Company's oil and gas operations expansion.

Treuinvest GmbH is a "special purpose" German company which has been established for the specific purpose of conducting a best efforts prospectus offering in Germany to fund the loan to the Company and to fund such other projects, unrelated to the Company, which may be identified by Treuinvest. The loan financing of the Company by Treuinvest will be subject to the successful completion of the prospectus offering, planned for early 2008, and is expected to occur in several tranches over a period of approximately one year. The Company will not be participating in the offering by Treuinvest, but will be required to provide Treuinvest with prospectus level disclosure required to be provided to prospective investors in Germany by Treuinvest. The costs of preparing that disclosure and marketing the offering will be borne by the Company, subject to reimbursement by Treuinvest on completion of the offering. The loan agreement provides for 86% of funds raised in respect of the Company to be advanced to the Company, with the remaining 14% to be used to cover the costs of the offering. There can be no assurance that the prospectus offering will raise all or any portion of the Euro 20 million required to enable Treuinvest to make the proposed loan to the Company.

The loan arrangements have been structured on the premise that the Company will generate sufficient income from its current and future oil and gas assets over the course of the term of the loan to pay loan principal and interest at maturity. Accordingly, the agreement provides that loan principal will be repaid on the maturity date, February 28, 2014, out of the Company's earnings before income taxes, depreciation and amortization ("EBITDA"). To the extent that the Company's EBITDA over the term of the Loan is insufficient to repay the Loan principal on maturity, the unpaid balance of the Loan principal may be paid and satisfied by the Company, at the option of the Company:

(i) from other sources of cash available to the Company, such as proceeds from a private placement or debt financing;

(ii) the sale of Company assets, including oil and gas assets; and/or

(iii) the transfer of oil and gas assets as independently valued; and/or

(iv) the issue of shares of the Company to Treuinvest.

Interest will accrue on the loan principal outstanding from time to time at the rate of 17.3854% per annum, is to be paid at maturity on a profit share basis from 50% of EBITDA remaining after loan principal repayment.

If that portion of the remaining EBITDA is not sufficient to satisfy both loan principal and accrued interest, the accrued and unpaid interest will be written off by Treuinvest and the Company will not be obligated to pay that portion of the interest which cannot be satisfied from that pool of EBITDA. The Company's obligation to pay interest on maturity will be unsecured.

The loan will not be convertible. However, in respect of each loan advance Treuinvest will receive that number of Company shares having a value at the time of issue equal to 20% of the loan proceeds received by the Company, to an aggregate maximum of 19.99% of the resultant issued share capital of the Company. In addition, the number of shares issuable in respect of each advance will be further limited so that for each advance of one million euros, Treuinvest will receive not more than one-twentieth of the number of shares which would be issued if Treuinvest were to advance the full amount of Euro 17,200,000. A finder's fee of Euro 50,000 will be payable to Quantum Economic Development Limited subject to the Company receiving loan advances of at least Euro 5,000,000.

At least 50% of the loaned funds are to be used to expand the Company's oil and gas sector assets and the remainder will be used for general working capital, current obligations and the development of mineral properties, in particular, the development of the Company's antimony project in Central Italy to feasibility and the advancement of the Company's Simon copper/zinc property in Ontario, Canada.

The loan arrangements are subject to acceptance by the TSX Venture Exchange of a filing to be made in respect thereof. Any bonus shares issued to Treuinvest will be subject to a four month hold period from their date of issue and, in addition, subject to any escrow or other resale restrictions which may be imposed by the TSX Venture Exchange.

President's Comments. Graeme Rowland, President, said; "I am delighted with this prospective loan funding. Its success will enable the Company to generate substantial income and advance its exploration and development property interests rapidly in order to realize shareholder value."

Adroit Resources is a mineral exploration company that is currently exploring for Gold, Silver and Antimony in Central Italy and diamonds, precious and base metals in the Temagami/Cobalt and Bancroft areas of Ontario, Canada and oil and gas in Texas, USA. In addition, Adroit is seeking new precious and base metal projects and oil and gas prospects to add to its expanding portfolio. The Company's issued and outstanding share capital is 30,724,825 common shares and will be 35,192,575 after the issuance of shares pursuant to the private placement announced on November 7, 2007.

On behalf of the Board of Directors:

Graeme Rowland, Chairman and President

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

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