Alderon Resource Corp. (TSX.V: ADV) (OTCQX: ALDFF) (“Alderon”) is pleased to announce that it has closed its previously announced private placement financing with a syndicate of underwriters led by Haywood Securities Inc. (the “Underwriters”) for 9,125,000 units (the “Units”) of Alderon, including 1,825,000 Units sold pursuant to the exercise in full of an over-allotment option by the Underwriters, at a price of C$2.20 (the “Issue Price”) for gross proceeds of C$20,075,000 (the “Offering”), on a bought deal basis. Each Unit consists of one common share in the capital of Alderon (a “Common Share”) and one-half of one common share purchase warrant. Each whole common share purchase warrant (a “Warrant”) will entitle the holder to acquire one Common Share at a price of C$2.80 for a period of 24 months from the closing date.
If the closing price of the Common Shares of Alderon on the TSX-V is greater than C$4.00 per share for 20 consecutive trading days, Alderon may give written notice to warrant holders that the Warrants will expire 20 calendar days after Alderon issues a news release disclosing the early expiry of the Warrants.
Alderon intends to use the net proceeds of the Offering to continue to advance its Kamistiatusset Project located in the Labrador Trough iron ore district in Canada, and for general corporate and working capital purposes.
Alderon has paid the Underwriters a cash commission equal to 6.0% of the gross proceeds of the Offering and has issued compensation options entitling the Underwriters to purchase such number of Units that is equal to 6.0% of the aggregate number of Units sold pursuant to the Offering, at an exercise price equal to the Unit Price, for a period of 24 months following the closing of the Offering.
The Units sold under this offering were offered by way of a private placement in the Provinces of Canada (and were also offered in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended.)
All securities issued in connection with the Offering are subject to a statutory hold period of four months plus one day from the date of issuance in accordance with applicable securities legislation.
The securities offered hereby have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state or province in which such offer, solicitation or sale would be unlawful.
About Alderon Resource Corp.
Alderon is a leading iron ore exploration and development company in Canada. The Kami Project is located within an existing iron ore district and is surrounded by producing iron ore mines. The Alderon team is comprised of skilled professionals with significant iron ore expertise to advance Kami towards production
For more information on Alderon, please visit our website at www.alderonmining.com
ALDERON RESOURCE CORP.
On behalf of the Board
"Mark J Morabito"
President & CEO
Vancouver Office Toronto Office
T: 604-681-8030 T: 416-800-1058
F: 604-681-8039 F: 416-861-5887
Information set forth in this news release may involve forward-looking statements under applicable securities laws. Forward-looking statements are statements that relate to future, not past, events. In this context, forward-looking statements often address expected future business and financial performance, and often contain words such as "anticipate", "believe", "plan", "estimate", "expect", and "intend", statements that an action or event "may", "might", "could", "should", or "will" be taken or occur, or other similar expressions. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: the risks associated with outstanding litigation, if any; risks associated with project development; the need for additional financing; operational risks associated with mining and mineral processing; fluctuations in commodity prices; title matters; environmental liability claims and insurance; reliance on key personnel; the potential for conflicts of interest among certain officers, directors or promoters with certain other projects; the absence of dividends; competition; dilution; the volatility of our common share price and volume; and tax consequences to U.S. shareholders. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable law. Investors are cautioned against attributing undue certainty to forward-looking statements.
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.