Iciena options Brazilean claims interest from Metalex

2008-12-12 20:08 ET - News Release

Also News Release (C-MTX) Metalex Ventures Ltd

Mr. Roy Shatzko of Iciena reports

ICIENA ANNOUNCES OPTION AGREEMENT AND FILING OF REVISED CONSOLIDATED FINANCIAL STATEMENTS AND REVISED MANAGEMENT DISCUSSION AND ANALYSIS FOR THE QUARTER ENDED SEPTEMBER 30, 2008

Iciena Ventures Inc. has entered into an option agreement with Metalex Ventures Ltd., a company listed on the TSX Venture Exchange, dated effective April 15, 2008. Pursuant to the terms of the option agreement, the company has an option to acquire a 15-per-cent working interest in 20 contiguous mineral claims located in Brazil comprising approximately 122,880 hectares. If the company exercises the 15-per-cent interest it has the right, subject to the terms of the option agreement, to earn a further 34-per-cent working interest in the mineral claims for a total working interest in the mineral claims of 49 per cent. The mineral claims are subject to a 10-per-cent net profits interest in favour of the optionor and a 10-per-cent net profits interest, payable in kind, in favour of Kel-Ex Development Ltd. Kel-Ex is a company incorporated pursuant to the laws of British Columbia and is controlled by Dr. Charles Fipke. Dr. Fipke is also the chairman of the optionor.

In order to earn the 15-per-cent interest, the company must incur exploration expenditures on the mineral claims of $2-million in staggered intervals over an 18-month period commencing on the day that the optionor receives regulatory approval for the option agreement. In order to earn the 49-per-cent interest, the company must incur an additional $3-million in exploration expenditures on the mineral claims during the period beginning on the second anniversary of the effective date and ending on or before the fourth anniversary of the effective date. If the company exercises the 49-per-cent interest it will enter into a joint venture with the optionor to develop the mineral claims. The initial working interests of the company and the optionor in the joint venture, if any, will be 49 per cent and 51 per cent, respectively.

Kel-Ex will be the initial operator in respect of the work programs on the mineral claims agreed to between the company and the optionor. Kel-Ex will be entitled to a management fee equal to 10 per cent of such exploration expenditures incurred from time to time.

The option agreement, and the company's obligations thereunder, are subject to the approval of the TSX-V. In order to secure the option agreement, the company advanced $250,000 to the optionor as a deposit. If the TSX-V does not approve the option agreement, the deposit is fully refundable by the optionor to the company.

Revised financial statements and management's discussion and analysis

The company also announces that it has identified errors with respect to the description of the option agreement in the unaudited consolidated financial statements dated Sept. 30, 2008, and the management's discussion and analysis (MD&A) for the quarter ended Sept. 30, 2008. Specifically, as disclosed above, the option agreement is subject to the approval of the TSX-V and the company advanced the deposit to the optionor to secure the option agreement. The company has revised the financial statements and MD&A to correct the disclosure related to the option agreement.

Hg