Andover Ventures Inc.

Andover Ventures Inc.

April 17, 2007 20:15 ET

Andover Ventures Closes $15 Million PP and Acquires Additional 50% Sun Property (SUN), Amber District Alaska

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - April 17, 2007) -


ANDOVER VENTURES INC. (the "Company") (TSX VENTURE:AOX)(FRANKFURT:R2X) is pleased to announce closing of its $15 million private placement announced February 22, 2007 at a price of $0.65 per unit. Co-led by Pacific International Securities Inc. and Leede Financial Markets Inc., $6.5 million of the private placement was brokered. The remaining $8.5 million was non-brokered, of which $4,289,565.80 was subscribed to by two directors and their associates. Each unit consists of one common share of the Company and one-half of one transferable share purchase warrant. Each whole share purchase warrant entitles the holder thereof to purchase one additional common share at an exercise price of $0.75 per share for a period of 24 months from closing of the private placement.

A commission of 7% of the proceeds raised by the agent, payable in either cash or units, at the election of the agent, and an agents' option to purchase shares equal to 12% of the number of Units placed by the agent at a price of $0.65 per share, was payable to the agents on the brokered portion of the private placement. Cash commission of $175,000 and 461,538 agents' options was paid to Leede Financial. Pacific International elected to receive $139,555 in cash and 215,800 units at a deemed price of $0.65 per unit in lieu of cash commission and also received 738,000 agents' options.

All securities issued pursuant to the private placement are subject to a hold period until August 18, 2007.

The Company is also pleased to announce that it has exercised its option to purchase the remaining 50% interest of its flagship Sun Property located in the Ambler Mining District on the southwest flank of the Brooks Range in Northwestern Alaska. The cost to the Company to acquire the remaining 50% interest was payment of $10 million to Hastings Base Metals Corp. The original 50% interest was acquired from Hastings Base Metals Corp. in an arm's length transaction which closed on December 1, 2006. Please refer to the News Release of the Company dated December 1, 2006. The Sun Property originally constituted 25 mining claims but now encompasses 80 mining claims. The Company now has a 100% interest in the Sun Property, subject to a 1.5% NSR.

Andover Ventures has received and posted on SEDAR a National Instrument ("N.I.") 43-101 compliant report on Sun Property. Mr. William Ellis, B.Sc., P. Geo., of Alaska Earth Sciences of Anchorage, Alaska authored this report. Mr. Ellis is an independent qualified person as defined by N.I. 43-101 and has approved the information contained in this news release. In the report, Mr. Ellis re-calculated an historic resource estimate for the Sun Property. He utilized the historic drill and assay data from 22 of the 49 diamond drill holes on the property drilled by previous operators in conjunction with modern mine modeling software Surpak (v.5.2d) and Gemcom (v.6.0). The re-calculated historic estimate is 11.5 million tonnes of 1.5% copper, 1.4% lead, 4.2% zinc, 95.4 gm/T silver and 0.136 gm/T gold. All of these historic estimates are in the "Main Sun" area. This re-calculated historic estimate is based on data developed prior to implementation of N.I. 43-101 and as such should be treated as an historic estimate and should not be relied upon as if it were compliant with N.I. 43-101.

The Company is also pleased to report it has now secured commitments for 2 core drilling rigs for this year's program on the Sun Property. The Company is now mobilizing its camp and supplies for the Sun Property in Northwestern Alaska in preparation for the commencement of a 50,000-meter initial drill program in early June. The drill program will be directed towards confirmation of previous drill data and further delineation and expansion of the three known mineralized zones on the property (the "Main Sun" deposit, the "SW Sun" deposit, and the "Picnic Creek" zone) as well as explore other known occurrences in the area. It is the Company's intention to advance the Sun Property historic estimates towards classifications consistent with CIM guidelines.

The Company also announces the grant to directors, officers, employees and consultants of incentive stock options to purchase up to 1,000,000 common shares at a price of $0.90 per share.


Michael England, President

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

The TSX Venture Exchange has not reviewed nor does it accept responsibility for the adequacy or accuracy of this press release.

Contact Information

  • Andover Ventures Inc.
    Richard Martens
    Investor Relations
    (604) 683-3995 or Int'l Toll Free: 1-800-266-4484
    (604) 683-3988 (FAX)