Alder Resources Ltd.
TSX VENTURE : ALR

Alder Resources Ltd.

April 16, 2014 06:00 ET

Alder Launches up to $1 Million Private Placement of Units

TORONTO, ONTARIO--(Marketwired - April 16, 2014) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Alder Resources Ltd. ("Alder" or the "Company") (TSX VENTURE:ALR) intends to complete a non-brokered private placement financing of up to 20,000,000 units (the "Units") at a price of $0.05 per Unit for gross proceeds of up to $1,000,000 (the "Offering"). Each Unit will be comprised of one common share of the Company and one-half of one common share purchase warrant (a "Warrant"). Each whole Warrant will entitle the holder thereof to acquire one common share of the Company at an exercise price of $0.07 per common share for a period of 36 months following the closing date of the Offering (the "Closing Date").

The Closing Date is scheduled to occur on or about May 9, 2014. All securities issued will be subject to a hold period of four months and one day. The Offering is subject to a number of conditions, including, without limitation, receipt of TSX Venture Exchange approval.

The proceeds of the Offering will be used to fund exploration activities of the Company with respect to the Rosita project, including metallurgical studies and drill-testing the supergene or surface enriched mineralization targets, and for general corporate purposes.

Upon the closing of the Offering, finders' fees may be paid to eligible finders in accordance with the policies of the TSX Venture Exchange consisting of a cash commission equal to 6% of the gross proceeds raised under the Offering and broker warrants ("Broker Warrants") in an amount equal to 6% of the total number of Units sold pursuant to the Offering. Each Broker Warrant will entitle the holder thereof to purchase one Unit at a price of $0.05 per Unit for a period of 36 months following the closing date of the Offering.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons (as defined in Regulation S under the 1933 Act) absent such registration or an applicable exemption from such registration requirements.

Alder also announces that it has issued 1,527,760 common shares to Mr. Joseph Arengi pursuant to the shares-for-debt settlement agreement between Alder and Mr. Arengi disclosed by Alder in a news release dated January 31, 2014. The common shares issued to Mr. Arengi are subject to a hold period of four months and one day expiring on August 4, 2014. Alder further discloses that on March 13, 2014, as part of a larger stock option grant (see news release issued by Alder on March 13, 2014), Mr. Michael McAllister, Manager, Investor Relations of Alder, was granted 50,000 stock options having an exercise price of $0.05 for a period of five years from the date of grant. The stock options granted to Mr. McAllister will vest in four equal quarterly installments over the 12-month period following the date of grant, in accordance with the policies of the TSX Venture Exchange.

About Alder Resources Ltd.

Alder is a resource company focused on the development of gold and base metal projects throughout the Americas. Alder's exploration program is focused on the Rosita project in Nicaragua located 275 kilometres northeast of Managua. The company has current Inferred mineral stock pile resources of 7.95 million tonnes grading 0.62% Cu, 0.46 g/t Au and 9.21 g/t Ag. See the technical report entitled "Rosita Cu-Au-Ag Project, RAAN, Nicaragua, NI 43-101 Technical Report on Mineral Resource Estimate of Rosita Stockpiles" effective as of May 8, 2012, which is available under the Company's profile at www.sedar.com.

In August 2011, Alder entered into an option agreement to acquire a 65% interest in the Rosita D concession from Calibre Mining Corp. by issuing 1,000,000 shares and incurring expenditures of $4,000,000 over four years. To date Alder has incurred approximately $3.4 million of the $4.0 million obligation and has until October 2015 to incur the remaining project expenditures.

For additional information, please visit our website at www.alderresources.ca and follow us on Facebook and Twitter: @AlderResources.

Qualified Person

Don Dudek, P. Geo., Alder's President and CEO and a qualified person as defined by NI 43-101, has reviewed and approved the scientific and technical content of this news release.

Cautionary Note Regarding Forward-looking Information

This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, without limitation, statements regarding the terms and conditions of the Offering and the expected closing date and anticipated use of proceeds of the Offering. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Alder, as the case may be, to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic, competitive, geopolitical and social uncertainties; the actual results of current exploration activities; risks associated with operation in foreign jurisdictions; ability to successfully integrate the purchased properties; foreign operations risks; and other risks inherent in the mining industry. Although Alder has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. Alder does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

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 RELEASE.

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