January 15, 2010 – Alderon Resource Corp. (TSX-V: ALD) is pleased to announce that it intends to
complete a non-brokered private placement for gross proceeds of up to $10,000,000. In connection with
the financing, Alderon will issue up to 10 million post-consolidated common shares at a price of $1.00
per share ($0.50 per share pre-consolidated). Prior to completing the financing the Company also intends
to complete a two for one share consolidation, which was previously approved by its shareholders. The
securities to be issued will be subject to a four month hold period. Finder's fees may be payable in
accordance with the policies of the TSX Venture Exchange.
Closing of the financing is conditional upon the Company completing the acquisition of a private British
Columbia company ("Privco"), initially announced on December 2, 2009. 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).
The Company has also entered into an amending agreement with Altius pursuant to which the parties
have agreed that upon the successful completion of the $10,000,000 private placement, all financing
conditions as set out in the Option Agreement will have been satisfied.
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 and private placement remain 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