Acadian Mining Corporation announces amended terms of private placement by Annapolis Gold Corporation



    /Not for distribution to U.S. news wire services or dissemination in the
    United States./

    Trading Symbol: ADA:TSX; C2Z-Frankfurt
    Shares Outstanding: 142,377,907

    HALIFAX, June 24 /CNW/ - Acadian Mining Corporation (TSX: ADA) ("Acadian"
or the "Corporation") announced today that Annapolis Gold Corporation
("Annapolis"), the new company into which Acadian intends to "spin out" its
gold assets under a statutory plan of arrangement ("Arrangement"), has amended
the terms of the private placement announced on May 26, 2008 (see News Release
07-08).
    The offering (the "Offering") will consist of up to $15,000,000 of units
("Units") and flow-through common shares ("Flow-Through Shares") of Annapolis.
Each Unit will be priced at $0.75 and each Flow-Through Common Share will be
priced at $0.90. Up to $7,000,000 may be issued by way of Flow-Through Common
Shares. Units will consist of one common share (a "Common Share") and one
common share purchase warrant (a "Warrant") of Annapolis. One Warrant will
entitle the holder to subscribe for one Common Share at $0.90 at anytime prior
to the date that is 24 months from the closing of the Offering. The Offering
is anticipated to close on the "Effective Date" of the Arrangement, which is
now expected to occur on or about July 10, 2008, assuming all necessary
regulatory approvals are obtained.
    Annapolis has granted the syndicate of agents ("Agents") led by
Desjardins Securities Inc. an over-allotment option ("Over-Allotment Option")
to purchase up to an additional 20% of the Units and/or Flow-Through Shares
sold on the same terms and conditions as the Offering, exercisable until
24 hours prior to closing.
    The Agents will receive a cash commission equal to 7% of the proceeds of
the Offering and the exercise of the Over-Allotment Option and that number of
broker warrants ("Broker Warrants") equal to 6% of the number of Units and
Flow-Through Shares sold. Each Broker Warrant will entitle the holder to
acquire one Common Share at $0.90 for a period of 18 months from the date of
issuance of the Broker Warrants.
    The net proceeds of the sale of Units will be used by Annapolis to
advance the Beaver Dam, Tangier, Goldenville, Forest Hill and Fifteen Mile
Stream programs and for general corporate purposes. Proceeds received from the
sale of Flow-through Shares will be used to incur eligible Canadian
Exploration Expenses on these programs and will be renounced in favour of
subscribers for the 2008 taxation year.
    Subscriptions for Units under the Offering will be conditional upon the
Arrangement being approved and taking effect prior to the closing and upon the
Common Shares of Annapolis, including the Common Shares underlying the Units
and the Broker Warrants, being conditionally approved for listing on the
Toronto Stock Exchange prior to the closing.

    Plan of Arrangement
    -------------------

    The Arrangement will result in shareholders of Acadian receiving one
share of Annapolis for every four shares of Acadian they hold on the
"Effective Date". Annapolis will own all of Acadian's gold assets, including
Acadian's 50% interest in the Fifteen Mile Stream gold property and Acadian's
other advanced stage exploration properties (Beaver Dam, Tangier, Forest Hill
and Goldenville), which form the core holdings of the Scotia Goldfields
project.
    Acadian shareholders will continue to hold all the same number of Acadian
shares they owned before the Arrangement and Acadian will continue to own the
Scotia Mine operations together with all of the Corporation's extensive base
metal claim holdings including the Getty Deposit, the Smithfield Deposit
currently under option, the Eastville prospect, the Lake Ainslie
barite-fluorite deposits and its 44.42% interest in Royal Roads Corp.
(RRO-TSX-V). Acadian will continue to be managed by its existing management
team and Acadian will provide administrative and operational services to
Annapolis with such additional staff as may be required. The officers and
directors of Annapolis will initially be the same as those for Acadian.
    The Arrangement remains subject to a number of conditions, including
receipt of certain regulatory approvals and raising equity. Assuming all
conditions are met and the Arrangement proceeds, it is now anticipated that
the "Effective Date" will occur on July 10, 2008. The offering will close on
the "Effective Date" of the Arrangement.

    About Acadian
    -------------

    Acadian is a Halifax, Nova Scotia, Canada based mining company which
operates a zinc-lead mine (Scotia Mine) at Gays River, Nova Scotia and is
exploring and developing gold, zinc-lead, and barite properties in Atlantic
Canada.
    The Scotia Mine operates as an open pit mine and is expected to produce
30,000 tonnes of high grade zinc concentrate and 12,000 tonnes of high grade
lead concentrate per year. See Acadian's News Release No. 16-06 dated July
17, 2006 for further details.
    The Corporation is also focused on developing five advanced gold
properties. Four of the properties,, Beaver Dam, Tangier, Forest Hill and
Goldenville, host gold resources described in technical reports prepared in
compliance with National Instrument 43-101 ("NI 43-101") which are available
on www.sedar.com. A summary of gold resources for Goldenville, Forest Hill and
Tangier is provided in News Release No. 01-06 issued on January 5, 2006, under
the paragraph titled "About Acadian Gold". A summary of gold resources for
Beaver Dam is provided in News Release No 23-07 issued on July 16, 2007. The
Corporation also recently acquired a 50% interest in the Fifteen Mile Stream
property. A summary of gold resources for this property is provided in News
Release No. 08-08 issued on May 29, 2008 and a NI 43-101 compliant report with
respect to this property will be filed on SEDAR in the near future. The
Corporation is bringing a new approach to the development of Nova Scotia gold
deposits by pursuing a multiple mine, central processing, managing and
servicing strategy.
    The Corporation holds a 44.42% equity interest in Royal Roads Corp.
("Royal Roads") (RRO-TSX-V). Royal Roads' principal asset is a 16,075 hectare
(approximately 32 km x 5 km) mineral property known as the Tulks North
property which is strategically located in the centre of the world-class
Buchans base metal camp in central Newfoundland, Canada. In addition, Royal
Roads holds a 26.4% equity interest in Buchans River Ltd. ("Buchans River")
(BUV-TSX-V), which also holds a highly prospective property portfolio in the
Buchans camp. Acadian's indirect interest in Buchans River is 11.7%.

    Forward Looking Statement
    -------------------------

    Certain information regarding the Corporation contained herein may
constitute forward-looking statements within the meaning of applicable
securities laws. Forward-looking statements may include estimates, plans,
expectations, opinions, forecasts, projections, guidance or other statements
that are not statements of fact. Although the Corporation believes that the
expectations reflected in such forward-looking statements are reasonable, it
can give no assurance that such expectations will prove to have been correct.
The Corporation cautions that actual performance will be affected by a number
of factors, many of which are beyond the Corporation's control, and that
future events and results may vary substantially from what the Corporation
currently foresees. Discussion of the various factors that may affect future
results is contained in the Corporation's Annual Information Form dated
March 26, 2008 which is available at www.sedar.com. The Corporation's
forward-looking statements are expressly qualified in their entirety by this
cautionary statement.
    For additional information on the Corporation's properties and
activities, please visit our web site at www.acadianmining.com. If you wish to
be added to the Corporation's e-mail or fax distribution list for future news
releases and updates, please contact Acadian at phone: (902)444-7779,
fax: (902)444-3296, email: mail@acadianmining.com.

    No regulatory authority has approved or disapproved the contents of this
    release.




For further information:

For further information: G. William Felderhof, President & CEO; or Terry
F. Coughlan, Vice President, (902) 444-7779, Toll Free: (877) 444-7774,
mail@acadianmining.com, Halifax, Nova Scotia

Organization Profile

Acadian Mining Corporation

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