Adriana Resources Inc.

Published : September 10th, 2008

Goldbard Enters Agreement to Acquire MIE Metals Corp.

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Goldbard Enters Agreement to Acquire MIE Metals Corp.

Adriana Resources Inc. ("Adriana") - (TSX-V: ADI) and Goldbard Capital Corporation ("Goldbard" or the "Company") (TSX-V:GDB.P) are pleased to announce that they have entered into a letter of intent (the "Agreement") dated September 9, 2008, pursuant to which Goldbard shall acquire all of the issued and outstanding shares of MIE Metals Corp. ("MIE"), a wholly owned subsidiary of Adriana (the "Transaction"). Jennings Capital Inc. (the "Agent") is acting as advisor and agent to Adriana with respect to the Transaction.

About MIE

MIE is a private company incorporated under the laws of British Columbia with its head office in Vancouver, British Columbia. Through a wholly-owned subsidiary, MIE is involved in the exploration of nickel, copper, platinum and palladium mineralization associated with the Muskox Intrusion (the "MIE Project"), located in Nunavut, Canada, and uranium mineralization associated with the adjacent Hornby Bay Basin (the "Bear Valley Project"). The MIE Project and the Bear Valley Project are comprised of: (a) two Inuit Owned Lands Exploration Agreements covering 19,711 hectares; (b) 75 wholly-owned mineral claims covering 67,035 hectares; and (c) 42 mineral claims covering 37,194 hectares, held in a 50:50 joint venture with UNOR Inc.

The MIE Project draws its name from one of the world's largest continental-type magmatic events. The Mackenzie Igneous Event deposited an estimated 5 to 10 million cubic meters of magma across Northern Canada. Rare geological events such as these are widely known to host large, rich platinum group element and copper-nickel deposits. For example, two of the world's largest such complexes, Bushveld in South Africa, and Norilsk-Talnakh in Russia, host numerous deposits and operating mines.

The Bear Valley Project is located in the eastern edge of the Hornby Bay Basin, which represents an under-explored sandstone basin with significant uranium potential that shares many geological characteristics with the Athabasca and Thelon Basins. Numerous high-grade unconformity style uranium deposits have been identified within the Athabasca Basin, and mining of these deposits currently generates approximately one third of the world's uranium production.

Gordon Addie, President and CEO of MIE stated "Twenty years ago I became intrigued with the area through my discovery of high grade surface samples of Ni-Cu-PGE massive sulphide mineralization along the eastern edge of the Muskox Intrusion. Over the last three years, the Adriana team developed a detailed geological and geophysical model that resulted in the successful intersection of a new disseminated, magmatic zone. We look forward to advancing the projects now under control of MIE through the related transaction."

The Transaction

Pursuant to the Transaction, Goldbard will acquire all of the issued and outstanding shares of MIE in exchange for the issuance to the shareholder of MIE of an aggregate of 8,000,000 common shares of Goldbard at a deemed price of $0.75 per Goldbard common share, for total consideration of $6,000,000. Concurrent with the closing of the Transaction, the outstanding Goldbard common shares, options and warrants will be consolidated on a 3.4 for 1 basis and the MIE shareholder will be entitled to receive 1 post-consolidation Goldbard common share for each one MIE common share. The Transaction is an arm's length transaction pursuant to the policies of the TSX Venture Exchange (the "Exchange" or "TSX-V").

Concurrent with completion of the Transaction, MIE shall repay: (i) in MIE common shares at a deemed price of $0.75 per share, the shareholder loans due to Adriana, estimated to be approximately $258,578, and certain other loans, estimated to be approximately $24,970 (collectively, the "MIE Loans"); and (ii) in cash, the shareholder loans due to Adriana, estimated to be approximately $280,000, plus expenses associated with the Transaction, and certain other loans, estimated to be approximately $24,970. The MIE common shares to be issued as part of the repayment of the MIE Loans are to be exchanged for Goldbard common shares as part of the Transaction using the above-mentioned conversion ratio.

The Transaction will constitute Goldbard's "Qualifying Transaction" as such term is defined in Policy 2.4 of the Exchange, and upon completion, will result in the listing of Goldbard as an Exploration and Mining Issuer. Upon completion of the Transaction, Goldbard intends to change its name to "MIE Metals Corp." or to a similar name.

Concurrent Financing

Concurrently with the closing of the Transaction, subject to regulatory approval, MIE shall have completed an offering (the "Concurrent Financing") of: (i) flow-through common shares of MIE ("Flow-Through Shares") for gross proceeds of a minimum of $2,000,000 and a maximum of $3,000,000; and (ii) units (the "Units"), each Unit consisting of one MIE common share and one-half of one MIE purchase warrant, for gross proceeds of a minimum of $1,000,000 and a maximum of $5,000,000. Each whole MIE purchase warrant entitling its holder to purchase one MIE common share for a period of two (2) years from the date of issuance. The MIE common shares to be issued as part of the Concurrent Financing are to be exchanged for Goldbard common shares as part of the Transaction and the MIE purchase warrants will convert into Goldbard warrants, in each case using the above-mentioned conversion ratio. The proceeds of the Concurrent Financing will be used for exploration expenditures on MIE's properties and working capital purposes.

The Agent has been engaged on a "best efforts" agency basis to complete the Concurrent Financing. The Agent will receive an agency fee equal to 7% of the gross proceeds of the Concurrent Financing and broker warrants (the "Broker Warrants") entitling the Agent to purchase that number of MIE common shares as is equal to 7% of the number of Units and Flow-Through Shares sold under the Concurrent Financing exercisable for a period of two (2) years from the date of issuance. The Agent will have the option, exercisable at any time up to 48 hours prior to the closing, to increase the size of the Concurrent Financing for additional aggregate proceeds of up to $2,500,000. The Concurrent Financing will close at the time of and will be conditional upon the closing of the Transaction.

Conditions Precedent

The parties' obligations to complete the Transaction are subject to the satisfaction of customary conditions precedent including:

(a) MIE shall have completed the Concurrent Financing for the proceeds of not less than the minimum and not exceeding the maximum specified above;

(b) Each of Goldbard and MIE conducting and completing to its satisfaction, acting reasonably, their respective technical, financial and legal due diligence investigation;

(c) MIE shall have prepared current qualifying technical reports with respect to each of its material mining properties in accordance with National Instrument 43-101, which report has been accepted by the Exchange;

(d) the issuer resulting from the Transaction shall meet the minimum listing requirements of no less than a Tier 2 issuer pursuant to Policy 2.1 of the Exchange;

(e) Goldbard obtaining all requisite shareholder approvals (including if required disinterested shareholder approvals) and requisite regulatory approvals from the Exchange and the applicable Canadian securities regulatory authorities such that the transaction proposed herein will constitute a Qualifying Transaction;

(f) no material adverse change in the business affairs, financial conditions or operations of Goldbard or MIE shall occur prior to the closing of the Transaction; and

(g) Goldbard will have cash assets of not less than $1,400,000 will be available for working capital.

Board of Directors and Management

Upon completion of the proposed Transaction, the directors and senior officers of the resulting issuer are anticipated to be:

Gordon Addie (Director, President and Chief Executive Officer): Mr. Addie has been the Vice President of Exploration for Adriana since July 2005. Mr. Addie has been involved with the acquisition and exploration of the properties now held by MIE since 1999, and first worked on the Muskox Intrusion in 1985-86. Mr. Addie is also Vice President of Hawthorne Gold Corp., a Canadian-based gold exploration and development company. Mr. Addie holds a B.Sc in Geology (1986) from the University of British Columbia and has over 20 years of exploration and mine geology experience.

Richard Barclay (Director and Chief Financial Officer): Mr. Barclay has been the Chief Financial Officer and director of Adriana since December 2005 where he oversaw the growth of the company and acquisitions of key projects in Brazil, Quebec, Nunavut and Finland. Mr. Barclay is also the Chief Executive Officer and director of Hawthorne Gold Corp. From 2002 until 2005, Mr. Barclay was Chief Executive Officer of Nevada Pacific Gold Ltd., formerly a TSX-V listed company which was acquired by U.S. GOLD in April 2007. He was a co-founder and the President, Chief Executive Officer and director of Eldorado Gold Corporation, from 1992 to 1998. Eldorado operated gold mines in Mexico, Brazil and Australia, and developed significant gold assets in Turkey. A co-founder of Bema Gold Corporation, he serviced as Chief Financial Officer and director of that TSX listed company from 1982 to 1992. Bema was acquired by Kinross Gold Corp. in April 2007.

Michael Beley (Director): Mr. Beley has been the Chief Executive Officer and director of Adriana since December 2005 where he oversaw the growth of the company and acquisitions of key projects in Brazil, Quebec, Nunavut and Finland. Mr. Beley has been a director of Hawthorne Gold Corp. From 2004 to 2007, Mr. Beley was a director of Nevada Pacific Gold Ltd., formerly a TSX-V listed company which was acquired by U.S. GOLD in April 2007. Mr. Beley was the Vice President Corporate Development and director of Polaris Minerals Corp., a TSX listed company, from 2002 until 2003 and is currently a director of its subsidiary, Orca Sand and Gravel Ltd. which is focused on the development of two construction aggregate quarries on Vancouver Island, B.C. Since 1996, Mr. Beley has been a director of Energold Drilling Corp., a TSX-V listed contract Diamond drilling company servicing the mining industry. From 1999 to 2003, he was a director of Cardero Resources Corp., a TSX company. A co-founder of Eldorado Gold Corporation, Mr. Beley served as Vice President and director of this TSX listed company from 1999 to 2003, and from 1976 to 1992 was Vice President and director of Bema Gold Corporation, formerly a TSX listed company he also co-founded and which was acquired by Kinross Gold Corp. in 2007. Mr. Beley holds a B.Sc. from the University of British Columbia, is a fellow of the Geological Association of Canada and is past President of the British Columbia and Yukon Chamber of Mines.

Steven Berger (Director): A Director of Goldbard, Mr. Berger is the current Chief Financial Officer and Chief Operating Officer of Harborview Advisors LLC, a New York-based investment firm focused on providing capital to small emerging growth companies. From February 2004 to December 2006, Mr. Berger was the Chief Financial Officer of Global/CHC Worldwide LLC, a chemical coatings company, and from October 1999 to January of 2004, Mr. Berger was President of Morgan Harris & Co. where he was involved in equity trading. From June 2000 to June 2003, Mr. Berger was Chief Financial Officer of Virtual BackOffice Inc., a company that provided "virtual" secretarial services, and from June 1983 to June 1999, Mr. Berger was the treasurer, controller and chief compliance officer with LaBranche & Co., the parent corporation of LaBranche & Co. LLC, one of the oldest and largest specialists in equity securities listed on the New York Stock Exchange and the American Stock Exchange. Mr. Berger holds a Bachelor of Science degree in business administration with a concentration in finance from Boston University.

Jesse Kaplan (Director): Jesse A. Kaplan is a senior analyst at Harborview Advisors LLC, a New York-based investment firm focused on providing capital to small emerging growth companies. He is also the current Managing Director of Gandhi Holdings, LLC, a private investment company focused on private investments in real estate, Rocpart Inc., a private investment company focused on investments in the public and private markets, and Seek Capital Ltd., a private investment company focused on investments in the public market. From June 2005 to December 2006, Mr. Kaplan was the Director of Research for palladium Capital Advisors, LLC, an NASD member investment bank, where he focused on raising capital for companies in the micro-cap space. Mr. Kaplan holds a Bachelor of Commerce degree from the University of Toronto. Mr. Kaplan completed the Canadian Securities Course in 2005 and has passed all three levels of the Chartered Financial Analyst program.


Goldbard will apply to the Exchange for an exemption from the Exchange's sponsorship requirements. There is no guarantee that such exemption will be provided by the Exchange.


Completion of this Transaction is subject to a number of conditions, including but not limited to Exchange acceptance. The Transaction cannot close until the required Exchange approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Filing Statement or Proxy Solicitation Circular to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release. Additional press releases will be subsequently published in order to provide further details on the contemplated Transaction.

Trading in Goldbard's common shares on the Exchange is halted until trading is reinstated by the Exchange.

Forward Looking Information

Certain information in this news release is forward-looking within the meaning of certain securities laws, and is subject to important risks, uncertainties and assumptions. This forward looking information includes, among other things, information with respect to Goldbard's beliefs, plans, expectations, anticipations, estimates and intentions, such as the Goldbard's acquisition of MIE, the completion of the proposed Concurrent Financing. The words "may", "could", "should", "would", "suspect", "outlook", "believe", "anticipate", "estimate", "expect", "intend", "plan", "target" and similar words and expressions are used to identify forward-looking information. The forward looking information in this news release describes the Goldbard's expectations as of the date of this news release.

The results or events anticipated or predicted in such forward-looking information may differ materially from actual results or events. Material factors which could cause actual results or events to differ materially from a conclusion, forecast or projection in such forward-looking information include, among others, general economic conditions, adverse industry events, Goldbard's ability to make and integrate acquisitions, industry and government regulation and in satisfaction of the conditions of the Agreement, as well as MIE's ability to implement its business strategies, competition, currency fluctuations, risks associated with mineral exploration and other risks. Goldbard cautions that the foregoing list of material factors is not exhaustive. When relying on Goldbard's forward-looking information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Goldbard has assumed a certain progression, which may not be realized. It has also assumed that the material factors referred to in the previous paragraph will not cause such forward-looking information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.

The forward-looking information contained in this news release represents the expectations of Goldbard as of the date of this news release and, accordingly, is subject to change after such date. However, Goldbard expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law.

For further information:

Goldbard Capital Corporation
Jesse Kaplan
Vice President & Secretary
Telephone: 646.218.1400
Fax: 646.218.1401

MIE Metals Corp.
Gordon Addie
President & Chief Executive Officer
Telephone: 778-945-2140
Toll-free: 877-945-2140

About Adriana Resources Inc.

Adriana's goal is to become a fully integrated iron ore producer through continued development of its iron ore port facility in Brazil, through acquisition of iron ore mineral resources in Brazil, and the advancement of the Lac Otelnuk Iron Project in Quebec, Canada.

For more information, contact Robert Ferguson or Ali Sinawi at (604) 629-0250 or toll free at (877) 629-0150 or visit the Company's website at


"Michael J. Beley"

Certain information regarding the Company including management's assessment of future plans and operations, may constitute forward-looking statements under applicable securities laws and necessarily involve risks associated with mining exploration and development, volatility of prices, currency fluctuations, imprecision of resource estimates, environmental risks, access to labour and services, competition from other companies and ability to access sufficient capital. As a consequence, actual results may differ materially from those anticipated in the forward-looking statements. The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

You can also view this News Release on our website at:

Suite 1818 - 701 West Georgia St
Vancouver, BC
Canada V7Y 1C6

Telephone: 604.629.0250
Fax: 604.629.0923
Toll Free: 877.629.0150


Sep 10, 2008: News Releases: Goldbard Enters Agreement to Acquire MIE Metals Co... (more...)

Aug 29, 2008: News Releases: Adriana Closes $2 million financing (more...)

Aug 20, 2008: News Releases: Adriana Partners With ArcelorMittal (more...)

Aug 11, 2008: News Releases: Adriana Announces $2 Million Financing (more...)


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Adriana Resources Inc.

ISIN : CA00735P1062
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Adriana Res. is a iron development stage company based in Canada.

Adriana Res. holds various exploration projects in Brazil, in Canada and in Finland.

Its main exploration properties are MUSTAVAARA in Finland, BRAZORE LTDA and MACKENZIE IGNEOUS EVENT in Brazil and UNAD JV in Canada.

Adriana Res. is listed in Canada, in Germany and in United States of America. Its market capitalisation is CA$ 2.4 millions as of today (US$ 1.9 millions, € 1.7 millions).

Its stock quote reached its highest recent level on May 05, 2006 at CA$ 2.03, and its lowest recent point on October 12, 2023 at CA$ 0.02.

Adriana Res. has 157 554 238 shares outstanding.

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Annual reports of Adriana Resources Inc.
2008 Annual Report
Annual Report 2007
Financings of Adriana Resources Inc.
5/22/2011Continues Negotiations
2/15/2011Announces Signing $28 Million Private Placement With WISCO
12/31/2009Announces Flow-Through Private Placement Closing
12/17/2009Announces C$4 Million Flow-Through Financing and New Chairma...
11/15/2007Announces $30 Million Private Placement
Option Grants of Adriana Resources Inc.
9/18/2009Engages Investor Relations Specialists & Grants Incentive St...
8/19/2009Grants Incentive Stock Options
6/16/2009Grants Incentive Stock Options
6/26/2008Grants Incentive Stock Options
Nominations of Adriana Resources Inc.
4/9/2013The Company Appoints a Director, Metallurgical
3/11/2013Announces Resignation of a Director of the Company
2/4/2013The Company Appoints a Director, Environment and Sustainabil...
7/20/2009Appoints Allen J. Palmiere to Board of Directors
11/20/2008Appoints Director of Port Development for Brazil Operations
6/25/2008Appoints Joseph Fodor as Executive Vice President
5/16/2008Appoints Michael Petrina Vice President Operations
4/2/2008Appoints Paul Yeou to the Board of Directors
Project news of Adriana Resources Inc.
10/23/2013(Lac Otelnuk)The Company Awards Feasibility Study Contract for Lac Otelnu...
8/15/2013(Lac Otelnuk)on Corporate Position And Progress on Lac Otelnuk Project
10/22/2012(Lac Otelnuk)Provides Project Update for Lac Otelnuk
3/20/2011(Lac Otelnuk)Announces Assay Results
1/17/2011(Lac Otelnuk) Adriana Announces Strategic Partnership with WISCO
2/12/2009(Lac Otelnuk)Confirms Lac Otelnuk Iron Deposit Over 22.5 Square Kilometre...
1/29/2009(Lac Otelnuk)Commences Resource Estimate at Lac Otelnuk Iron Project
11/25/2008(Lac Otelnuk)Completes 2008 Exploration Program At Lac Otelnuk Iron Proje...
7/9/2008(Lac Otelnuk)Drills 1,730 Meters at Lac Otelnuk; Completes Geophysics on ...
6/4/2008(Lac Otelnuk)Commences 2008 Diamond Drill Program on the Company's 100% O...
5/29/2008Reaches Milestone in Brazil Port Permitting
4/3/2008(Lac Otelnuk)Reports Results at Lac Otelnuk - Drills 95.8m of 30.4% Fe
2/19/2008(Lac Otelnuk)Announces Update on Lac Otelnuk Drill Program
1/10/2008(Brazore Ltda) Completes Purchase of Brazilian Port Land; Achieves First P...
Corporate news of Adriana Resources Inc.
5/30/2016Adriana Files Financial Statements for the Quarter Ended Mar...
5/9/2016Adriana Provides Shareholder Update
4/1/2016Adriana Announces Change Of Director And Change Of CFO
3/31/2016Adriana Announces Change of Director and Change of CFO
2/26/2016Adriana Files Annual Financial Statements Ended December 31,...
1/4/2016Adriana Funds the Lac Otelnuk Joint Venture beyond 2020
11/6/2015Adriana Files Third Quarter Financial Statements Ended Septe...
8/6/2015Adriana Files Second Quarter Financial Statements ended June...
4/23/2015Adriana announces that it has filed a NI 43-101 Technical Re...
4/23/2015Adriana announces completion of the Feasibility Study on the...
4/22/2015Adriana Announces Completion of the Feasibility Study on the...
3/6/2015Vista Partners Publishes March 2015 Macroeconomic & Investme...
2/26/2015Adriana Files Financial Statements for the Year Ended Decemb...
2/6/2015Vista Partners Publishes February 2015 Macroeconomic & Inves...
11/6/2014Adriana Files Third Quarter ended September 30, 2014
10/21/2014Adriana Announces its Participation in Feasibility Study for...
9/18/2014Adriana Grants Incentive Stock Options
8/8/2014Adriana Files Second Quarter Ended June 30, 2014
7/3/2014Vista Partners Publishes July 2014 Macroeconomic & Investmen...
6/17/2014Adriana Grants Incentive Stock Options
5/8/2014Adriana Announces Results of the Financial Quarter ended Mar...
4/4/2014Vista Partners Publishes April 2014 Macroeconomic & Investme...
10/30/2013Announces Completion of Mineral Resource Estimate
4/13/2011(Lac Otelnuk)Announces Positive Preliminary Economic Assessment on Lac Ot...
1/25/2011Adriana Res. announces grant of 947.500 incentive options at...
12/1/2009BNN - Chinese Demand For Iron Ore - Interview with Adriana C...
11/25/2009Announces Management and Board Changes
8/17/2009Announces Approval Of Amended Arcelormittal Convertible Debe...
7/24/2009Enters into Memorandums of Understanding with a Major Chines...
6/1/2009ArcelorMittal Extends Port Agreement with Adriana
3/9/2009& Stock Research Portal
1/6/2009Arcelormittal Extends Port Agreement with Adriana
11/12/2008Goldbard Cancels Agreement to Acquire MIE Metals Corp.
11/5/2008Iron sector hit by global slowdown
9/12/2008Closes $10 Million Financing
9/10/2008Goldbard Enters Agreement to Acquire MIE Metals Corp.
8/25/2008featured in the Globe and Mail
8/20/2008Partners With ArcelorMittal
8/11/2008Announces $2 Million Financing
7/2/2008We're Moving!
6/20/2008featured in Global Mining Finance
5/9/2008 Shareholders Approve Shareholder Rights Plan
5/9/2008Announces Dr. Anthony Patriarco Joins Board of Directors
4/8/2008 Adopts Shareholder Rights Plan
3/25/2008 Acquires Labrador Trough Iron Prospect
2/20/2008 Signs Letter of Intent with Makivik Corporation
2/14/2008Announces Brazilian Iron Ore Focus and Project Spin-Out
1/15/2008 Announces Conversion of Convertible Debentures
11/22/2007 Closes First Tranche of $30 Million Financing; Exercises Po...
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