Adroit Resources Inc.

Adroit Resources Inc.

April 06, 2006 17:59 ET

Adroit Resources Inc.: Projects and Corporate Update

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - April 6, 2006) - Adroit Resources Inc. (TSX VENTURE:ADT)(FWB:A7V)(BERLIN:A7V) is pleased to report on the progress being achieved on its projects in Central Italy and North Eastern Ontario, as well as providing an update on other corporate matters.

Central Italy. The Company has established its regional office, retained the services of a local Italian geologist and is planning a program which will consist of mapping, sampling and diamond drilling to test several high priority gold targets under the technical direction of Guy Franceschi, Economic Geologist, Senior Partner, GF Consult. Applications have been filed with the various local authorities and the requisite consents to proceed with the programs are in hand or in process.

The Company intends to carry out both a regional program and a series of property specific programs designed to confirm the existence of Carlin style epithermal gold systems and other gold systems in Central Italy. This is a region where numerous pathfinder metals commonly associated with gold, such as mercury, antimony, copper, lead and zinc have historically been mined. Field work carried out in the 1980's, which included stream and sediment sampling, grab samples, percussion, reverse circulation and diamond drilling, encountered gold mineralization.

During 2005, the Company carried out its own initial exploration program. The results of that program were announced on October 17, 2005. In that news release, the Company stated that sixteen samples had been assayed at FILAB Laboratoires in France and that all sixteen samples were being sent to a Canadian laboratory to cross check the FILAB results. Those samples have not yet been sent to a Canadian laboratory. The Company deferred sending the check samples from the 2005 program to a Canadian assay lab for check assays because the Company did not at that time have a Qualified Person for its Italian project, and by the time the Company made arrangements for a Qualified Person, it was determined that the check samples would be more properly dealt with as part of the 2006 program. The Company has not yet commenced its 2006 program on its Italian properties. Results from the Canadian lab check assays will be published as soon as such assays are available.

A copy of the Company's 43-101 Report on its 3 initial properties in Italy has been filed on SEDAR and is available for viewing on the Company's web page at The public filing of the Report was deferred at the request of the Company to give the Company time to assess the geological merits of other properties in the area. The Company has now made applications to acquire a number of additional property blocks in the same area.

Dr. Scott Jobin-Bevans, Ph.D., P.Geo., who is the Company's Qualified Person for its Italian project under National Instrument 43-101, has reviewed and approved the scientific and technical content of this news release in respect of that project.

Temagami Project, North Eastern Ontario. Effective January 1, 2005, the Company entered into a joint venture with Tres-Or Resources Ltd. (Tres-Or) in respect of the Temagami North, Cobalt South and Temagami East properties in the Temagami Area of Northern Ontario (collectively the "Temagami Properties"). The Company is proceeding with a 1,000 metre diamond drilling program designed to test several diamond and metal prospects. A four hole, 400 metre drilling program was carried out on the Bucke Township Property during February, 2006. Hole BK06-01 intersected Nipissing Gabbro and argillite with minor sulphide mineralisation in quartz carbonate veins hosted by the gabbro, as well as disseminated sulphide within the gabbro itself. Four separate samples have been submitted to Accurassay Laboratories in Thunder Bay, Ontario for PGE-Cu-Ni-Au assay. The other 3 holes intersected Nipissing Gabbro and argillite. Drilling was interrupted by poor field conditions after the first four holes were completed. Three additional drill targets, located on the Lundy Township Property, remain to be tested during the current drilling program. Drilling will resume once field conditions improve.

The mineral claims comprised in the Temagami Properties are favourably located both within and proximal to the Lake Timiskaming Structural Zone (LTSZ). The LTSZ, a major transcontinental fault zone, is interpreted to be the major controlling structural element to several clusters of kimberlites in the Kirkland Lake, Notre Dame du Nord, and New Liskeard areas, continuing north-westward into the Attawapiskat area. More than 20 kimberlite occurrences have been documented in the area of the LTSZ including Contact Diamond Corporation's diamondiferous 95-2, KL-1 and KL-22 kimberlites being explored by bulk sampling and definition drilling in Lundy and Klock townships.

The program is being managed by Caracle Creek International Consulting Inc., under the direction of Scott Jobin-Bevans, Ph.D., P.Geo. Dr. Jobin-Bevans is the Company's Qualified Person for its Temagami project under National Instrument 43-101, and has reviewed and approved the scientific and technical content of this news release in respect of that project.

Adroit Resources Inc. and Tres-Or Resources Ltd. Joint Venture. The Company has filed a lawsuit against Tres-Or in the Supreme Court of British Columbia seeking damages for breach of contract, declaratory relief and various orders for specific performance of contractual obligations.

As announced in the joint news release issued by the Company and Tres-Or on April 11, 2005, and as described in the Company's Management Discussion & Analysis published from time to time thereafter and available on SEDAR, the Company entered into an agreement (the "Pre-JV Agreement") with Tres-Or during April, 2005 to replace the option agreements that previously existed on the Temagami Properties. Pursuant to the Pre-JV Agreement, the Company paid Tres-Or $42,116 and advanced $86,177 to Tres-Or for 2005 exploration expenditures on the Temagami Properties to earn a 2/3 interest in those properties, subject to certain NSR royalties in favour of third parties. Also pursuant to the Pre-JV Agreement, the Company advanced $210,000 (the "First JV Funds") as its first contribution of exploration funds to the joint venture. A joint venture (the "Joint Venture") was thereupon established with effect from January 1, 2005.

The Pre-JV Agreement provided that, subject to Tres-Or delivering to the Company transfers of a 2/3 interest in the 2005 Claim Units in form suitable for registration within ten days following payment of the First JV Funds, the Company would be required to pay an additional $50,000 to Tres-Or at each of June 30 and December 31, 2005. Since those two payments were not conditions precedent to the transfer of the two-thirds interest in the property to the Company or the establishment of the Joint Venture, but were simply contractual obligations under the Pre-JV Agreement, the Company agreed to pledge 290,000 Tres-Or Shares owned by it as security for performance of those obligations. However, despite considerable negotiation, the terms of the proposed pledge agreement were never settled.

Regrettably, the stipulated Transfer Form was not delivered by Tres-Or when required by the Pre-JV Agreement and there is now a moratorium on registrations resulting from issuance of a Notice of Proceedings by the Ontario Mining Commissioner. Those proceedings are described below. It will not be known whether Tres-Or has delivered a registerable Transfer Form until those proceedings are concluded and the Form most recently provided by Tres-Or is processed by the Ontario Mining Commissioner. Accordingly, it is the Company's position that it does not currently have any obligation to pay the $50,000 which would otherwise have been due to Tres-Or on June 30, 2005 or the $50,000 which would otherwise have been due to Tres-Or on December 31, 2005. Nonetheless, during January, 2006, the Company was advised by Tres-Or that Tres-Or had returned the pledged Tres-Or shares to its treasury at a deemed value of $0.30 each. It is the Company's position that Tres-Or did not have any right to deal with those shares in the circumstances, and that by purporting to return them to its treasury Tres-Or has breached the Pre-JV Agreement.

The Joint Venture Agreement (the "JV Agreement") which became effective as at January 1, 2005 provided that Tres-Or would be Operator of the Joint Venture for of the first two years of the Joint Venture. The JV Agreement imposed upon Tres-Or, as Operator, the obligation to propose work programs and budgets for the Joint Venture. It is the Company's position that Tres-Or did not meet those obligations and that, as a result, the Joint Venture did not approve or carry out a 2005 exploration program. When it became apparent that Tres-Or would not be proposing an exploration program and budget as required by the JV Agreement, as majority owner of the Joint Venture property, the Company voted at a Joint Venture Management Committee Meeting to remove Tres-Or as Operator for breach of its obligations under the JV Agreement. The Company announced the results of that Meeting by news release issued October 6, 2005. Tres-Or responded with its own news release on October 7, 2005 stating that it remained the Operator. It is the Company's position that Tres-Or was validly removed as Operator by the Joint Venture Management Committee, and that, if Tres-Or is correct that it is still the Operator, then Tres-Or remains in material default of its obligations as Operator under the JV Agreement.

The respective rights and obligations of the Company and Tres-Or in respect of these matters, including Tres-Or's claim of entitlement to remain as Operator, remain in dispute. Accordingly, to obtain a final resolution of its ongoing disputes with Tres-Or, the Company has commenced legal action in the Supreme Court of British Columbia against Tres-Or Resources Ltd. (Tres-Or) claiming, among other things that Tres-Or Tres-Or has breached its duties and obligations to Adroit, including contractual and fiduciary duties and duties of care, and has committed wrongful acts against Adroit. The Company will also be seeking a Court Declaration to the effect that it is Operator and beneficial owner of a two-thirds interest in the Property. The Company is also claiming against Tres-Or for unjust enrichment at the expense of the Company, an accounting for all profits, benefits, interests and advantages obtained by Tres-Or by virtue of its relationship with the Company, delivery of all Joint Venture technical information, and other compensation and damages.

The Ontario Mining and Lands Commissioner a Notice of Proceedings under the Mining Act (Ontario) The Company's entitlement to eight unpatented mineral claims (the "South Rift Property") staked by the Company in the Larder Lake Mining Division, in the Temagami area, has been challenged.

During August, 2005, the Company received from the Ontario Mining and Lands Commissioner a Notice of Proceedings (the "Notice") under the Mining Act (Ontario) which stated, in essence, that a group of individuals (the "Jolin Group") had filed an application (the "Application") requesting the transfer to them of title to the South Rift Claims. The background to the application is as follows:

(a) The Jolin Group has or had an agreement (the "Jolin Agreement") with Tres-Or pursuant to which Tres-Or acquired certain unpatented mineral claims (the "Jolin Claims") from the Jolin Group subject to a net smelter returns royalty (the "Jolin Royalty");

(b) Tres-Or subsequently sold a 2/3 interest in the Jolin Claims to the Company as part of the Temagami Properties pursuant to the Pre-JV Agreement, subject to the Jolin Royalty;

(c) Tres-Or, as registered owner of the Jolin Claims and Operator of the JV then permitted the Jolin Claims to lapse, with the result that the property previously covered by the Jolin Claims became available for staking by any person;

(d) The Company staked the South Rift Claims after the Jolin Claims lapsed, and the South Rift Claims are currently registered in the name of the Company.

The Jolin Group has requested that the Commissioner order the Company to transfer the South Rift Claims to the Jolin Group. The legal basis for such a request or such an order is not clear to the Company. The Company has advised the Commissioner that Adroit has no contractual or other relationship with the Jolin Group, that it has no obligation to the Jolin Group and that the Jolin Group has no claim to the South Rift Claims. The Company does not consider the Jolin Group application to have merit and intends to oppose it. In addition, it is Adroit's position that the subject matter of the Notice is not properly a matter to be determined by the Mining Court and that, if the matter proceeds, Adroit will be applying to the Ontario Court (General Division) for an Order transferring the proceedings to the Ontario Court (General Division) pursuant to s. 107 of the Mining Act (Ontario). For further information, see note 5 of the Company's Financial Statements for the 6 months ending November 30, 2005.

Expropriation Claim. In July 1995, the Provincial Government of British Columbia, Canada expropriated the "Amber" mineral claims from the Company for the creation of a provincial park. The Company subsequently sought compensation for such expropriation through the courts. On June 5, 2003, the Company received a four to one judgment in its favour from the British Columbia Court of Appeal. The Court of Appeal ordered that the amount of compensation payable to the Company be determined by the Expropriation Compensation Board of British Columbia. The British Columbia Government subsequently applied to the Supreme Court of Canada to have the Court of Appeal's ruling overturned. The Supreme Court of Canada dismissed the Government's application on April 8, 2004. The Company subsequently commenced negotiations with the B.C. Government for a monetary settlement, but has not to date received an acceptable offer from the Government.

In a recent board meeting, the board decided that a fresh approach was warranted to obtain payment of compensation by the Government of British Columbia. The Company has therefore instructed its corporate counsel, Holmes & King, to assume conduct of the file to pursue the quantum claim. The Company thanks Lang Michener for its successful efforts on the Company's behalf in obtaining a favourable judgment.

Previous legal action has been funded by loans to the Company made by a private company (the "Lender") with one director in common with the Company.

The Company has now determined to fund the balance of the process itself, and the Lender has agreed to postpone repayment of its loans and receipt of other compensation in favour of the Company to the extent of an amount equal to all future funding by the Company plus the first $50,000 paid by the Government.

Adroit Resources is a mineral exploration company that is currently exploring for Gold in Central Italy and diamonds, precious and base metals in the Temagami area of Ontario, Canada. The Company's issued and outstanding share capital is 18,651,071 shares.

On behalf of the Board of Directors

Graeme Rowland, Chairman and President

This news release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction. The securities of the corporation have not been and will not be registered under the U.S. Securities Act, 1933, as amended, and subject to certain exemptions may not be offered or sold in the United States or to U.S. persons.

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

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