Adriana Resources Shareholders Approve Business Combination with Sprott Resource Corp.
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Adriana Resources Shareholders Approve Business Combination
with Sprott Resource Corp.
Toronto, January 25, 2017 – Adriana Resources Inc. (“ADI”) (TSX -V: ADI) is pleased to
announce that at a special meeting (the “ Meeting”) of the holders (“ADI Shareholders”)
of common shares of ADI (“ADI Shares”), held earlier today, the ADI Shareholders voted
to approve the plan of arrangement (the “ Arrangement”) pursuant to which ADI will
acquire all of the issued and outstanding common shares of Sprott Resource Corp.
(“SRC”) (TSX: SRC) . Immediately prior to closing, ADI Shareholders will receive 0.25
warrants for each ADI Share held by them (the “ Warrant Distribution” ). SRC
Shareholders will receive three common shares of ADI (“ ADI Shares ”) for each SRC
Share held by them pursuant to the Arrangement.
At the Meeting, ADI Shareholders appro ved an ordinary resolution to authorize the
acquisition by ADI of SRC in connection with the Arrangement , including the “Change of
Management” and certain related transactions, including the Warrant Distribution and
the financing transactions as described in the management information circular filed on
SEDAR, and a special resolution to change the name of ADI to "Sprott Resource Holdings
Inc.".
Of the votes cast at the Meeting, 70.53% were voted in favour of the ordinary resolution
approving the Arrangement and 95.20% were voted in favour of the special resolution
to change the name of ADI to Sprott Resource Holdings Inc.
At a meeting of SRC Shareholders, held earlier today, SRC shareholders voted in favour
of the special resolution approving the Arrangement.
The closing of the Arrangement remains subject t o certain customary conditions,
including the receipt of all necessary regulatory approval s and the granting of the final
order of the Ontario Superior Court of Justice (Commercial List) approving the
Arrangement. The hearing for such final approval is scheduled to take place on January
27, 2017, with the effective date of the Arrangement being expected to occur on or as
soon as practicable after February 9, 2017.
About Adriana Resources Inc.
Adriana Resources Inc. owns 40% of the Lac Otelnuk iron ore project in Northern
Quebec. Adriana's 60% joint venture partner in Lac Otelnuk Mining Ltd. ("LOM JV") is
WISCO International Resources & Investment Limited, a subsidiary of Chinese Bao Wu
Steel Group Co. Ltd. In April 2015, LOM JV published a NI43 -101 compliant Technical
Report on the feasibility of the Lac Otelnuk project. Adriana reported a cash position of
$28.6 million as at September 30, 2016. The Lac Otelnuk project is currently on care and
maintenance, and it has a cash position of $7.9 million as of September 30, 2016.
Adriana has a Board of Directors and management team with extensive experience in
the resource sector and has been undertaking a strategic review of opportuniti es to
create shareholder value while the LOM JV project is on care and maintenance.
Forward-Looking Information and Statements
Certain statements in this press release contain forward -looking information
(collectively referred to herein as the “ Forward-Looking Statements ”) within the
meaning of applicable securities laws including, but not limited to, statements about:
the completion of the Arrangement and expected timing; the timing and anticipated
receipt of required stock exchange and court approvals for the Arrangement; the ability
of ADI to satisfy the other conditions to, and to complete, the Arrangement; and similar
statements concerning anticipated future events, results, circumstances, performance
or expectations, that reflect management’s curre nt expectations and are based on
information currently available to management of ADI. Forward-Looking Statements are
based on a number of expectations or assumptions which have been used to develop
such statements and information but which may pro ve to be incorrect. Although ADI
believes the expectations and assumptions reflected in such Forward -Looking
Statements are reasonable, undue reliance should not be placed on Forward -Looking
Statements because ADI can give no assurance that such expectatio ns and assumptions
will prove to be correct. The Forward-Looking Statements included in this news release
are not guarantees of future performance and should not be unduly relied upon. Such
information and statements, including the assumptions made in respect thereof, involve
known and unknown risks, uncertainties and other factors, which may cause actual
results or events to differ materially from those anticipated in such Forward -Looking
Statements, including, but not limited to, a failure to realize the anticipated benefits of
the Arrangement and to successfully integrate SRC and ADI and the failure of SRC or ADI
to obtain necessary regulatory, court and other third party approvals, or to otherwise
satisfy the conditions to the Arrangement, in a timely ma nner, or at all. See “Risk
Factors” in the joint management proxy circular dated December 21, 2016 (the
“Circular”) for further details. The foregoing list of factors is not exhaustive. Additional
information on other factors that could affect the operati ons or financial results of SRC,
ADI and the combined entity are included in the Circular under the heading “Risk
Factors”, and reports on file with applicable securities regulatory authorities, including,
but not limited to, those listed in ADI’s Manageme nt’s Discussion and Analysis for the
Year Ended December 31, 2015 dated February 26, 2016. Should one or more of these
risks or uncertainties materialize, or should assumptions underlying the Forward -
Looking Statements prove incorrect, actual results, performance or achievements could
vary materially from those expressed or implied by the Forward -Looking Statements
contained in this news release. The Forward -Looking Statements contained in this news
release speak only as of the date of this news release, an d ADI does not assume any
obligation to publicly update or revise any of the included Forward -Looking Statements,
whether as a result of new information, future events or otherwise, except as may be
expressly required by applicable securities laws.
Contact:
Michael Harrison
Chief Executive Officer
Adriana Resources Inc.
T: 416-363-2200
The TSX Venture Exchange and its Regulation Services Provider (as that term is defined
in the policies of the TSX Venture Exchange) do not accept responsibility for the
adequacy or accuracy of this press release.
Source: Adriana Resources Inc.