Anconia Resources Corp. (Formerly Citadel Gold Mines Inc.) Closes Reverse Take-Over Transaction and Completes $3.5M Private Placement


TORONTO, ONTARIO--(Marketwire - June 15, 2011) -

NOT FOR RELEASE OR DISSEMINATION INTO THE UNITED STATES

Anconia Resources Corp. (TSX VENTURE:ARA) ("Anconia" or the "Company") (formerly Citadel Gold Mines Inc. ("Citadel") (NEX:CGM.H), is pleased to announce that it has completed the previously announced reverse takeover transaction (the "Transaction") pursuant to which Anconia acquired all of the issued and outstanding common shares in the capital of 2215107 Ontario Inc. ("221"), a private Ontario corporation with an interest in a mineral property in Nunavut (the "Property") from the shareholders of 221 (the "221 Shareholders"), and completed a private placement financing for gross proceeds of approximately $3,510,100.

Citadel's common shares, which had traded on the NEX, were halted on January 26, 2011, at Citadel's request pending the completion of the Transaction and receipt of final approval of the TSX Venture Exchange (the "Exchange"). In connection with closing the Transaction, the common shares of Anconia (the "Anconia Shares") will be listed on Tier 2 of the Exchange under the trading symbol "ARA", subject to final approval of the Exchange. Anconia will issue a further press release advising when Exchange final approval has been received and the expected date for the Anconia Shares to recommence trading on the Exchange.

Concurrently with the closing of the Transaction, Citadel: (i) changed its name to Anconia Resources Corp.; (ii) consolidated its common shares on the basis of one (1) post-consolidation common share for every five (5) pre-consolidation common shares (the "Consolidation"); and (iii) completed a private placement of units and flow-through units for gross proceeds of approximately $3,510,100 (the "Financing").

On closing of the Transaction: (i) the 221 Shareholders were issued 12,276,000 Anconia Shares (on a post-Consolidation basis); (ii) MO-KAR Holdings Inc. received 613,800 Anconia Shares (on a post-Consolidation basis) as a finder's fee in connection with the acquisition of the Property, and (iii) 1,650,000 Anconia Shares (on a post-Consolidation basis) were issued to Dr. Bernard Sherman and to a company controlled by Dr. Sherman pursuant to the conversion of $625,000 aggregate principal amount of convertible debentures previously issued to them.

Financing

Concurrently with the closing of the Transaction, Anconia closed the Financing pursuant to which Anconia issued 5,962,998 units (the "Units") at a price of $0.30 per Unit and 5,737,332 flow-through units (the "Flow-Through Units") at a price of $0.30 per Flow-Through Unit for gross proceeds of approximately $3,510,100. Each Unit and Flow-Through Unit consisted of one Anconia Share (issued on a "flow-through" basis in the case of Flow-Through Units) and one-half of one Anconia Share purchase warrant (each whole share purchase warrant, a "Warrant"). Each Warrant is exercisable to acquire one additional non-flow-through Anconia Share for a period of 18 months following the closing of the Financing at a price of $0.45. Completion of the Financing was a condition to closing of the Transaction.

In connection with the Financing, Anconia paid to certain finders (each, a "Finder") a cash commission (the "Commission") equal to 8% of the gross proceeds of the Financing and issued to the Finders warrants (the "Finders' Warrants") exercisable to acquire that number of Anconia Shares equal to 8% of the total number of Units and Flow-Through Units issued pursuant to the Financing. Each Finders' Warrant is exercisable on the same terms as the Warrants. In total, Anconia paid $311,284 as Commission and issued 936,025 Finders' Warrants.

The proceeds from the Financing will be used to carry out exploration work on the Property and for working capital purposes.

All of the securities issued in connection with the Financing will be subject to restrictions on resale for four months from closing.

New Board and Management of Anconia

On closing of the Transaction, Messrs. Timothy Beesley and Dr. Colin Bowdidge resigned as directors of the Company and Messrs. Michael Florence (CEO), John Sadowski (President, Secretary and Treasurer) and Nazim Lalji (CFO) resigned as officers of the Company.

On closing the following individuals were appointed as directors and officers of the Company:

Jason Brewster-President, CEO and Director
Peter Miller-Director and Chairman
Harvey McKenzie-CFO and Secretary
John Sadowski-Director
Michael Florence-Director
Denis Clement-Director

The incoming board of directors would like to thank Messrs. Beesley, Bowdidge and Lalji for their contributions and service to Citadel.

Auditors

It is intended that McCarney Greenwood LLP, Chartered Accountants, will be appointed as the auditors of Anconia. Collins Barrow Toronto LLP were the auditors of Citadel.

Additional Information

For further information concerning the Transaction, the Property, and the business of Anconia following completion of the Transaction, please see Citadel's filing statement dated May 27, 2011 and the NI 43-101 technical report on the Property available under the Company's profile on SEDAR at www.sedar.com, as well as Citadel's press releases dated January 26, 2011, April 28, 2011 and May 30, 2011.

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.

Contact Information:

Anconia Resources Corp.
Jason Brewster
President
(416) 815-9777