Adriana Resources Inc announce that it has successfully closed the transactions contemplated by the Joint Venture Agreement as previously announced by Adriana on December 19 2011 with a wholly owned subsidiary of WISCO International Resources Development & Investment Limited to engage in the development and operation of Adriana Lac Otelnuk and December Lake iron ore properties in Nunavik, Quebec.
Mr Allen J Palmiere President and CEO of Adriana said "Closing this Joint Venture Agreement with WISCO is a tremendous achievement for Adriana. We are delighted to have WISCO as our strategic partner as their financial strength and technical expertise enables the Lac Otelnuk Project to move forward while mitigating a number of risk factors normally associated with a project of this magnitude. We look forward to working together with all stakeholders to move the project through development and into construction."
Pursuant to the JV Agreement, WISCO has funded an aggregate of CAD 91,633,611 of which CAD 51,633,611 was paid directly to Adriana and the remaining CAD 40,000,000 was injected into a joint venture company, Lac Otelnuk Mining Ltd. Adriana has transferred its interest in the Lac Otelnuk Project into LOM. WISCO has acquired a 60% interest in LOM while Adriana holds the remaining 40% interest. WISCO has agreed to use commercial best efforts to assist LOM to obtain project financing for 70% of the development and construction costs for the Lac Otelnuk Project, the size and scope of which will be determined by a bankable Feasibility Study.
Under the terms of the JV Agreement, WISCO may provide dilution protection to Adriana by providing funding assistance of up to a maximum of CAD 200,000,000 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 from LOM all the production from the Lac Otelnuk Project at fair market value in proportion to their respective equity interests. Mr Palmiere has been appointed as the CEO of LOM and Adriana has the right to appoint two of the five directors of LOM. LOM 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. A finder fee in the amount of CAD 6,763,361 will be paid by Adriana in full satisfaction of the previously disclosed agreement with an arm length third party.
The closing of the JV Agreement was subject to a number of conditions which included, 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.
1. Settlement Agreement
In 2010, Adriana filed an application with the Quebec Superior Court for a judicial interpretation of certain provisions of the Lac Otelnuk Option Agreement. In 2011, the defendants to the application served a plea and cross demand. On August 19 2011 the parties entered into a conditional settlement agreement pursuant to which the litigation in the Quebec Superior Court was adjourned pending the satisfaction of the settlement conditions.
As a result of the closing of the JV Agreement, all the settlement conditions have been satisfied and the litigation is at an end. As part of the settlement, Adriana exercised the option agreement relating to certain claims and all the related titles have been transferred to LOM; half of the royalty in the Lac Otelnuk Option Agreement has been acquired and extinguished for cash consideration of CAD 5,500,000 and Adriana issued 4,000,000 common shares. The common shares issued are subject to a hold period expiring on May 13 2012.
2. Pre-Emptive Right
Pursuant to the terms of the private placement to WISCO completed on March 23 2011, WISCO has a pre-emptive right to subscribe for, at the same or equivalent cash subscription price any equity securities that Adriana proposes to issue, up to that number of offered securities as will enable WISCO, upon completion of the issuance, to maintain its then current proportionate interest in the Company. Accordingly, as a result of the issuance of the 4,000,000 common shares, WISCO will have the right to subscribe to 972,780 common shares of Adriana. The shares are subject to the approval of the TSX Venture Exchange.
