February 16, 2010 – Alderon Resource Corp. (TSX-V: ALD) (the “Company”) is pleased to
announce that it has closed the $10 million non-brokered private placement previously announced on
January 15, 2010 through the issuance of 10 million subscription receipts, at a price of $1.00 per
subscription receipt. The proceeds are being held in escrow pending completion of a 2 for 1 share
consolidation and the acquisition of a private British Columbia Company ("Privco"), by the issuance of 5
million post-consolidated shares of Alderon.
Upon completion of the share consolidation and acquisition, each subscription receipt will automatically
convert into one post-consolidated common share of Alderon for no additional consideration. Finder’s
fees of $445,500 and 445,500 finder’s warrants are issuable in connection with the private placement.
Each finder's warrant entitles the holder to purchase one post-consolidated common share of Alderon for
$1.00, on or before February 16, 2011. The finder's warrants cannot be exercised until the share
consolidation and acquisition are completed. The securities issued in the private placement are subject to
a hold period expiring on June 16, 2010.
The Company and Privco are parties to an Option Agreement dated November 2, 2009 with Altius
Resources Inc. ("Altius") pursuant to which the Company 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).
On closing of this private placement, all financing conditions as set out in the Option Agreement have
In order to exercise the Option, the Company is required to 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. At the option of the Company, 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. Upon incurring such expenditures the Company will be entitled to
exercise the Option and acquire a 100% interest in the Kamistiatusset project by issuing an aggregate of
31,778,081 post-consolidated shares of the Company to Altius, subject to adjustment in the event that the
Company issues additional securities, at less than agreed prices, prior to the exercise of the Option.
A 43-101 report on the Kamistiatusset property has been filed with the TSX Venture Exchange for review
in connection with the proposed transaction. 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.
The acquisition remains subject to regulatory approval.
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR RELEASE TO U.S. NEWSWIRE
We seek Safe Harbor.
ALDERON RESOURCE CORP.
On behalf of the Board
Jeff Durno, CEO/Director
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