December 19, 2011 16:12 ET
Adriana Announces Joint Venture Agreement With WISCO
http://www.marketwire.com/press-rel...eement-with-wisco-tsx-venture-adi-1600292.htm
TORONTO, ONTARIO--(Marketwire - Dec. 19, 2011) - Adriana Resources Inc. ("Adriana") - (TSX VENTURE:ADI) is pleased to announce that, it has entered into a Joint Venture Agreement (the "JV Agreement") with a wholly owned subsidiary of WISCO International Resources Development & Investment Limited ("WISCO") to engage in the development and operation of the Company's Lac Otelnuk and December Lake iron ore properties in Nunavik, Québec (together, the "Lac Otelnuk Project").
Allen J. Palmiere, President and CEO of Adriana said "This is an extremely important milestone for Adriana and for the people of Québec. With the financial support of our new partner, it enables us to accelerate the development of our Lac Otelnuk Project. The project, in conjunction with the Government of Quebec's Plan Nord, will provide a significant economic stimulus for the development of Northern Québec."
On closing of the JV Agreement, WISCO, which currently owns approximately 19.8% of Adriana, will fund an additional CDN$91,633,611, being the balance of the CDN$120 million of WISCO's original commitment pursuant to the originally signed Framework Agreement. Adriana and WISCO have agreed that CDN$51,633,611 will be paid directly to Adriana and the remaining CDN$40 million will be injected into a Joint Venture Company (the "JV Company"). Adriana will transfer its interest in the Lac Otelnuk Project into the JV Company and, on closing, WISCO will acquire a 60% interest and Adriana will hold the remaining 40% interest. WISCO has agreed to use commercial best efforts to assist the JV Company to obtain project financing for 70% of the development costs required to achieve start of commercial production for the Lac Otelnuk Project, the size and scope of which will be determined by a bankable Feasibility Study. WISCO has agreed to provide dilution protection to Adriana by providing funding assistance of up to a maximum of CDN$200 million for a term of up to 12 months in the event that Adriana has difficulty in funding its share of any cash call prior to the achievement of commercial production. Adriana and WISCO have agreed to purchase all the production from the JV Company at fair market value in proportion to their respective equity interests. Mr. Palmiere will be appointed as the CEO of the JV Company and Adriana will have the right to appoint two of the five directors of the JV Company. The JV Company will reimburse Adriana for certain expenditures incurred on the Lac Otelnuk Project since January 17, 2011, the date Adriana and WISCO entered into the original Framework Agreement. The finder's fee originally announced of 10% of the cash consideration and a participating 4% interest in the Project was renegotiated, and as a result, a finder's fee in the amount of CDN$6,763,361 will be paid by Adriana on the closing of the JV Agreement in full satisfaction of the previously disclosed agreement with an arm's length third party.
The transactions contemplated in the JV Agreement are subject to a number of conditions which include, among other things, Government approvals in Canada and China, and regulatory approvals including final approval from the TSX Venture Exchange and the receipt of shareholder approval by Adriana as required under the policies of the TSX Venture Exchange.
Adriana will be seeking shareholder approval by way of written consent of shareholders holding at least 50.1% of the issued and outstanding common shares. The transaction is anticipated to close on or before January 19, 2012.