December 2, 2009 – Alderon Resource Corp. (ALD-TSXV) ("Alderon"), is pleased to announce that it has
entered into a Letter of Intent to acquire all of the outstanding shares of a private British Columbia
company ("Privco") by the issuance of five million post-consolidated common shares of Alderon (the
"Acquisition"). Conditions to the completion of the Acquisition include Alderon completing a two for one
share consolidation and Alderon successfully completing a private placement to raise gross proceeds of
$1,500,000. In connection with the financing Alderon announces that it intends to complete a private
placement of 10,000,000 subscription receipts at a price of $0.15 per subscription receipt. The proceeds
will be held in escrow pending completion of the Acquisition. Upon completion of the Acquisition each
subscription receipt will automatically convert into one post-consolidated common share of Alderon, for no
additional consideration. Finder's fees will be payable by Alderon in accordance with applicable regulatory
policies. The proposed share consolidation is subject to Alderon shareholder approval which is being
sought at a shareholders meeting that will take place on Tuesday December 8, 2009.
Privco is party to an Option Agreement dated November 2, 2009 with Altius Resources Inc. ("Altius")
pursuant to which Privco has the right to acquire a 100% interest in the Kamistiatusset iron ore project in
western Labrador. Altius is a wholly owned subsidiary of Altius Minerals Corporation (TSX-ALS).
In order to exercise the Option, Privco must (i) assign its interest in the Option Agreement to an agreeable
company that has its shares listed on the Toronto Stock Exchange or TSX Venture Exchange ("Pubco");
(ii) fund exploration expenditures on the property of at least $1,000,000 in the first year, and cumulative
expenditures in the first two years of at least $5 million; and (iii) issue to Altius, after the satisfaction of
certain financing conditions, shares of Pubco such that upon issuance Altius will own 50% of Pubco's
issued capital, on a fully diluted basis. At the option of Pubco, it can elect to incur cumulative exploration
expenditures of at least $2,500,000 in the first 2 years and pay to Altius an amount in cash equal to
$5,000,000 minus the actual amount of expenditures incurred. In order to exercise the Option, Pubco
must have first raised not less than $5,000,000 in capital on the terms described below. With the consent
of Altius, Alderon will be the publicly listed company to which the Option is assigned.
Altius will retain a 100% interest in the Kamistiatusset project until such time as Privco has satisfied all of
the conditions to exercise the Option. Privco has until November 2, 2011 to satisfy such conditions and
exercise the Option. Upon exercise, Altius will transfer its 100% interest in the project to Pubco and will
retain a 3% gross sales royalty, in addition to the equity stake in Pubco described above.
Pubco is required to raise at least an additional $5,000,000 in financing, within 12 months of exercising
the Option, at a price that is at least twice the price of the highest priced financing completed prior to the
exercise of the Option. In the event that Pubco fails to meet this obligation Altius has the right to
repurchase the entire 100% interest in the Property for $2,500,000.
Privco has commissioned a 43-101 report on the Kamistiatusset property, which is expected to be
completed and filed with the TSX Venture Exchange (the "Exchange") for review in connection with the
proposed transaction in December. Further information on the Kamistiatusset property and future
exploration programs will be announced once the 43-101 has received regulatory approval and has been
filed on SEDAR.
Completion of the transaction is subject to a number of conditions, including Exchange acceptance and
shareholder approval. The transaction cannot close until the required shareholder 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 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 Alderon Resource Corp.
should be considered highly speculative. Trading will remain halted pending further regulatory filings with
The securities of Alderon to be issued in the private placement will be subject to a four month hold period.
The securities of Alderon to be issued on the Acquisition will be subject to a four month hold period in
addition to the escrow requirements of the Exchange. The parties to the proposed transaction are at
Alderon is also pleased to announce that it has entered into an Assignment Agreement with Peloton
Mining Corp., a private BC company, with respect to the Churchill Property. Under the terms of the
assignment, Peloton will advance exploration on the claims by completing up to $7,000,000 worth of work
over the next seven years. Alderon will retain a 1% NSR, which can be repurchased by Peloton for
$1,000,000. This transaction is also subject to regulatory approval.
For more information visit www.alderonresourcecorp.com or contact Reza Mohammed at (604) 681-0004
or at email@example.com.
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
On behalf of the Board of Directors of
ALDERON RESOURCE CORP.
Reza Mohammed, BSc.
President & CEO, Alderon Resource Corp.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This new release may contain forward-looking statements. These statements are based on current
expectations and assumptions that are subject to risks and uncertainties. Actual results could differ
materially because of factors discussed in the management discussion and analysis section of our interim
and most recent annual financial statement or other reports and filings with the TSX Venture Exchange
and applicable Canadian securities regulations. We do not assume any obligation to update any forwardlooking