TORONTO, ONTARIO–(Marketwired – May 9, 2016) – Adriana Resources Inc. (“Adriana” or the “Company”) – (TSX VENTURE:ADI) today provided its shareholders with the following updates.
Business Update
Management would like to provide the following update of activities in 2015 and 2016 with respect to the Lac Otelnuk Mining Project (“LOM Project”), cash conservation efforts and Adriana’s strategic plan.
In April of 2015, SNC-Lavalin Inc. delivered a Feasibility Study regarding the LOM Project demonstrating its viability. The NI 43-101 compliant Technical Report summarizing the Feasibility Study, assembled by Met-Chem is available on SEDAR (the “Technical Report”). The development plan, as defined in the Technical Report, outlines a project that would take six to eight years to permit, finance, construct and commission from a construction decision. The project is anticipated to be able to annually produce up to 50 million tonnes of high-quality, low-impurity iron ore concentrate over an estimated 30 years with potential for expansion. The scope and scale of the LOM Project make this project a rarity in the industry. The iron ore price benchmark at the end of 2015 dipped below $40 per tonne, representing an 80% fall from the peak in 2011. The benchmark price has recently improved, however, the magnitude and duration of this improvement is difficult to predict. The project has been placed on care and maintenance, and all other significant costs have been eliminated until market sentiment improves. The LOM Project has $7.9 million as at March 31, 2016, which management estimates sufficient to maintain the claims in good order, and make advanced royalty payments until at least 2021 without further cash calls on Adriana or its partner.
The Company has taken the necessary actions to protect and preserve the long-term option value of the LOM Project in anticipation of the commodity cycle returning to more favourable iron ore pricing, and a more favourable financing market in the future.
The Company has taken the necessary steps designed to preserve and protect the Company’s balance sheet through the reduction of administrative costs, the disposition of Brazore, and the downsizing of the Company’s head office. Evidence of these steps include the fact that no cash bonuses were paid by the Company in 2015 and no stock options have been granted to directors since May 2014 and since September 2014 to management other than the initial stock options granted to the Company’s chief executive officer, which were granted at a price exceeding the market price of the Company’s shares reflecting the Company’s cash value.
Through various initiatives the Company’s goal is to reduce ongoing salary and rent costs by at least 50% from prior levels. The Company judiciously uses external advisors and consultants to minimize risks in analyzing potential transactions while keeping third party costs down in order to preserve its balance sheet.
The Company continues to critically assess opportunities for it to deploy its capital in an effort to create shareholder value. As the Company has no source of cash flow, the criteria for opportunities have been focussed on deploying the Company’s capital as a catalyst for a public or private entity to reach and grow positive cash flow, and receive value for the Company’s ownership in LOM Project. Management believes that increased market volatility and reduced financing options available to many businesses in the market place create an opportunity for Adriana to increase shareholder value through the strategic deployment of the Company’s capital into an appropriate business. Adriana is looking at and assessing a broad number of opportunities in various sectors, including precious metal, base metal and bulk mining, oil and gas, financial services, healthcare and diversified industrial companies.
The Company’s Board of Directors and management is committed to taking a disciplined approach including appropriate levels of due diligence. The Company’s Board of Directors has substantial and broad business experience to guide the Company through this transition and have been involved in the implementation of the Company’s strategic Plan. The search for new opportunities commenced in November 2015 with the appointment of Mr. Michael Harrison as President and Chief Executive Officer of the Company.
Adriana has taken the necessary and responsible steps required to protect the value of the LOM Project, while also acting quickly to protect the Company’s treasury. The Board and management are confident that enacting our strategic plan, and defining a growth opportunity for Adriana, while preserving option value for LOM, will create long-term shareholder value.
Annual Meeting Update
The Company’s annual general and special meeting (“AGM”) of shareholders will be held on Wednesday, June 15, 2016 at 11:00 a.m. (Toronto time) at the office of McCarthy Tétrault LLP, Suite 5300, TD Bank Tower, 66 Wellington Street West, Toronto, Ontario. Applicable meeting materials, including the Company’s management information circular and notice of meeting, will be available on SEDAR (www.sedar.com) shortly.
Adriana has adopted By-law No.3 which establishes advance notice requirements for the nomination of directors to Adriana’s Board of Directors. The Company believes that By-law No. 3 provides for a reasonable notice period (in the case of an annual meeting of shareholders, not less than 30 days before the date of the meeting) and disclosure requirements to evaluate the qualifications and suitability of any shareholder director nominee for the Company to be able to respond in the best interests of the Company. It will also provide shareholders with sufficient time and information upon which to base an informed vote.
The adoption of By-law No. 3 is effective immediately. Shareholders will be asked to ratify and confirm By-law No. 3 at the AGM. The full text of By-law No. 3 will be filed under Adriana’s profile on SEDAR (www.sedar.com). The Board of Directors of Adriana has determined to waive the requirement of By-law No. 3 that nominations must be received by not later than the close of business on the 30th day prior to the AGM and nominations, which otherwise comply with By-law No. 3, will be accepted until the close of business on May 19, 2016.
In addition, the Company has adopted, subject to TSX-V approval, a new Incentive Stock Option Plan (the “Fixed Option Plan”). The Fixed Option Plan is substantively identical to the Company’s current rolling option plan (grants under which will be discontinued) however the number of shares which may be issued under the Fixed Option Plan shall not exceed 9,600,000 (or approximately 6% of the outstanding shares of the Company). Options issued under the Fixed Option Plan will have a term of up to five years following the date of grant. The Board of Directors of Adriana have not received any options since May 2014. The Fixed Option Plan will be available under Adriana’s profile on SEDAR (www.sedar.com).
Adriana has taken the necessary and responsible steps designed to protect the value of the LOM Project, while also acting quickly to preserve the Company’s balance sheet. The Board and management are confident that enacting the Company’s strategic plan, and defining a growth opportunity for Adriana, while preserving the option value for LOM, will create long-term shareholder value.
ON BEHALF OF ADRIANA RESOURCES INC.
Michael J. Harrison, President and CEO
Certain information regarding Adriana, may constitute forward-looking statements under applicable securities laws and necessarily involve known and unknown risks and uncertainties. Certain important risk factors could cause the Company’s actual results to differ materially from those expressed or implied by such forward-looking statements including, without limitation, changes in the world wide price of mineral commodities and currency fluctuations, general market conditions, the uncertainty of future profitability and access to sufficient capital. As a consequence, actual results may differ materially from those anticipated in the forward-looking statements and caution should be exercised on placing undue reliance on forward looking information.
Michael J. Harrison
President & CEO
416-363-2200
[email protected]
www.adrianaresources.com
Shorecrest Group Ltd.
1-888-637-5789 (toll free in North America)
1-647-931-7454 (collect outside North America)
[email protected]
