VANCOUVER, Nov. 21, 2017 /CNW/ - Mirasol Resources Ltd.
(TSX-V: MRZ, OTCPK: MRZLF) (the
"Company" or "Mirasol") is pleased to announce that
it has signed an option and farm-in agreement (the
"Agreement") with Newcrest International Pty Limited, a
wholly owned subsidiary of Newcrest Mining Limited (ASX: NCM) for
Mirasol's Altazor High Sulfidation Epithermal (HSE) gold project in
northern Chile (the "Altazor
Project"). NCM has the right to acquire, in multiple
stages, up to 80% of Mirasol's wholly-owned Altazor Project by
completing a series of exploration and development milestones and
making staged option payments totaling US$1.8 million to Mirasol.
Newcrest Mining ("NCM") is one of the world's largest
gold mining companies, operating 5 mines in Australia, the Asia
- Pacific and Africa
regions. NCM has extensive experience developing and operating
successful mines in culturally and geographically diverse
environments. NCM seeks to identify and secure large mineral
districts, or provinces, in order to establish long term mining
operations.
Stephen Nano, CEO of Mirasol,
stated that "we are very pleased to be partnering with Newcrest to
explore the Altazor gold project. This is Newcrest's first Chilean
farm-in since its strategic decision to reinitiate exploration in
the Americas. Newcrest has made a significant first year
commitment to the project that will allow us to accelerate this
season's exploration program and consider a decision to drill."
Mirasol and NCM are preparing for an aggressive exploration
program this southern Hemisphere summer season at Altazor
comprising systematic soil sampling, CoreScan1
alteration mapping, detailed geological mapping, magnetics and
electrical geophysics.
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1
CoreScan is a ground based hyperspectral
mineral mapping technology developed by the Australian CSIRO and
now commercially available in Chile.
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Terms of the Agreement
Option phase:
- A US$100,000 cash payment upon
signing the Agreement;
- NCM has a minimum commitment to spend US$1.5 million in the first-year exploration
program;
- Mirasol will operate the project during the Option phase
(1st year) and will receive a 10% management fee;
and
- At the end of the first year, NCM will have the right to
exercise the farm-in phase of the Agreement.
Farm-in phase:
- Stage 1: If NCM elects to exercise the option to
farm-in, NCM will make a cash payment to Mirasol of US$500,000, and will have the right to earn 51%
of the Project over a 4-year period (total 5 years) by spending an
additional US$8.5 million (total
US$10 million);
- Stage 2: If NCM elects to proceed to Stage 2 of the
farm-in, it will make a cash payment to Mirasol of US$650,000 and have the right to earn 65% of the
Project over an additional 2 year period (total 7 years), by
funding the delivery of a positive preliminary economic assessment
("PEA"), in accordance with NI 43-101 on a resource of not
less than 1,000,000 ounces of gold at a cut-off grade of 0.30 grams
per tonne (g/t);
- Stage 3: If NCM elects to proceed to Stage 3 of the
farm-in, it will make a cash payment to Mirasol of US$650,000 and have the right to earn 75% of the
Project over an additional 2-year period (total 9 years) by funding
the lesser of either: (i) additional expenditures after the
completion of Stage 2 of US$100
million; or (ii) the delivery of a positive
bankable2 Feasibility Study (BFS), in accordance with NI
43-101;
- Stage 4: After completion of Stage 3, Mirasol can elect
to contribute its proportionate share (25%) of further development
expenditures or exercise a financing option requiring NCM to
finance Mirasol's share of the development costs through to
production in exchange for a further 5% interest in the Project. If
Mirasol exercises the financing option: (i) Mirasol's interest will
be reduced from 25% to 20% and NCM's interest will be increased
from 75% to 80%, and (ii) the loan will have an interest rate of 12
month LIBOR + 3% and will be repaid from 70% of Mirasol's share of
dividends and be secured against the shares of the Mirasol
subsidiary that holds the interest in the Project and its right to
dividends.
- NCM has the option to extend each of Stage 2 and Stage 3 by
making the following payments to Mirasol:
-
- During Stage 2: US$250,000 for
one additional year
- During Stage 3: US$500,000 for
one year and additional USD$750,000
for a second year
Additional terms:
- The Agreement contains a 2% NSR dilution royalty (triggered
upon dilution of a party's interest to 10%), with a 0.5% NSR
buyback right for NCM at fair market value.
- The Agreement contains pre-emptive rights provisions should
either party elect to sell its interest in the Project.
- In the event that NCM should complete Stage 1, but elect not to
proceed to Stage 2, then NCM's 51% interest shall be adjusted to a
49% interest.
- In the event that NCM completes Stage 2, but elects not to
proceed to Stage 3, then NCM's 65% interest shall be adjusted to a
60% interest and the parties may agree to halt further exploration
or continue and contribute in proportion to their interests or be
diluted.
- After NCM has met the minimum commitment in the Option phase,
NCM may terminate at any time without liability. Any expenditure
incurred by NCM prior to termination will not be refunded by
Mirasol.
- NCM may elect at any time after the Option phase to become the
Manager, such election to take effect on 6 months prior
notice.
The Altazor Project:
Altazor is a new 100% Mirasol owned, 2,900 ha HSE gold project,
located in an underexplored section of the prolifically mineralized
Mio-Pliocene age mineral belt of Northern
Chile (Figure 1 and see news release October 11, 2017). Mirasol believes this belt to
be highly prospective for the discovery of new world class Au+Ag
deposits, as exemplified by the recent discoveries of the 3.8
million-ounce Salares Norte3 by Gold Fields and
Barrick Gold's 6.8 million ounce
Alturas4 HSE gold deposits.
Altazor is centred within a dacite to andesite composition
volcanic complex hosting a very large-scale advanced argillic
alteration system that may cover an area of up to 75 sq-km.
Mirasol's geological mapping has outlined a large phreatomagmatic
to hydrothermal breccia complex currently known over approximately
5.0 by 1.8 km area with individual breccia bodies up to 700 by 350
m. Initial rock chip and soil sampling at the project has returned
anomalous assays from the breccias, vuggy silica and siliceous
veinlets that cross cut the breccia bodies of up to 562 ppb Au and
650 ppb Ag, with elevated epithermal path finder elements. Assays
of this tenor are considered potentially significant in this
geological setting in the context of the pre-drill surface sampling
at Salares Norte5.
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2
"Bankable" is defined as suitable to be submitted to a recognized
financial institution as a basis for lending funds for the
development of a mine.
3 Gold Fields. (2016). The Gold Fields Mineral Resource
and Mineral Reserve Supplement to the Integrated Annual Report
2016.
4 Barrick Gold Corporation. (2016). Annual Report
2016.
5 Azevedo,
F., Brewer, N., Santos, A., Huete Verdugo, D., Baumgartner, R.,
Roncal, L., Trueman, A. & Foley, A. (2015). The discovery and
geology of the Salares Norte epithermal gold-silver deposit,
northern Chile. In NewGenGold 2015 (p145-157). Perth,
Australia.
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About Mirasol Resources Ltd:
Mirasol is an premier project generation company that is focused on
the discovery and development of profitable precious metal and
copper deposits, operating via the joint venture business model.
Strategic joint ventures with precious metal producers have enabled
Mirasol to maintain a tight share structure while advancing its
priority projects that are focused in high-potential regions
in Chile and Argentina. Mirasol
employs an integrated generative and on-ground exploration
approach, combining leading-edge technologies and experienced
exploration geoscientists to maximize the potential for discovery.
Mirasol is in a strong financial position and has a significant
portfolio of exploration projects located within the Tertiary Age
Mineral belts of Chile and the
Jurassic age Au+Ag district of Santa Cruz
Province Argentina.
Stephen Nano, President and CEO
of Mirasol, has approved the technical content of this news release
and is a Qualified Person under NI 43 -101.
Quality Assurance/Quality Control of the Altazor exploration
program: All exploration on the project was supervised by Mirasol
CEO, Stephen C. Nano, who is the
Qualified Person under NI 43-101.
Mirasol applies industry standard exploration sampling
methodologies and techniques. All geochemical rock and drill
samples are collected under the supervision of the company's
geologists in accordance with industry practice. Geochemical assays
are obtained and reported under a quality assurance and quality
control (QA/QC) program. Samples are dispatched to an ISO 9001:2008
accredited laboratory in Chile for
analysis. Assay results from surface rock, channel, trench, and
drill core samples may be higher, lower or similar to results
obtained from surface samples due to surficial oxidation and
enrichment processes or due to natural geological grade variations
in the primary mineralization.
Forward Looking Statements: The information in this news release
contains forward looking statements that are subject to a number of
known and unknown risks, uncertainties and other factors that may
cause actual results to differ materially from those anticipated in
our forward looking statements. Factors that could cause such
differences include: changes in world commodity markets, equity
markets, costs and supply of materials relevant to the mining
industry, change in government and changes to regulations affecting
the mining industry. Forward-looking statements in this release
include statements regarding future exploration programs, operation
plans, geological interpretations, mineral tenure issues and
mineral recovery processes. Although we believe the expectations
reflected in our forward looking statements are reasonable, results
may vary, and we cannot guarantee future results, levels of
activity, performance or achievements. Mirasol disclaims any
obligations to update or revise any forward looking statements
whether as a result of new information, future events or otherwise,
except as may be required by applicable law.
Neither the 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.
SOURCE Mirasol Resources Ltd.