VANCOUVER, Jan. 28, 2019 /CNW/ - Mirasol Resources Ltd.
(TSX-V: MRZ, OTCPK: MRZLF) (the
"Company" or "Mirasol") is pleased to report the
signing of binding letter agreement (the "Agreement") with
Newcrest International Pty Limited, a wholly owned subsidiary of
Newcrest Mining Limited (ASX:NCM)("NCM"), for an Option to
Farm-in on the Gorbea High-Sulfidation Epithermal (HSE) gold
projects (the "Project") in Chile (Figure 1).
Mirasol's CEO Stephen Nano
stated: "Newcrest is the ideal partner for our Gorbea projects.
Subject to drill permitting, Newcrest will this year fund drill
testing of two, large Mio-Pliocene belt HSE Au+Ag projects at
Gorbea and under a separate agreement, at the Altazor project in
northern Chile".
The Gorbea Agreement comprises a package of projects totaling
26,684 ha, including the Atlas Au+Ag and the Titan Au (Cu) lead
properties, located in the Mio-Pliocene age mineral belt of
northern Chile. NCM has the right to acquire, in multiple
stages, up to 75% of the Gorbea Project by completing a series of
exploration and development milestones and making staged option
payments to Mirasol. NCM has committed to spend a minimum of
US$4 million and to complete a
minimum of 3,000 m of drilling over
an initial 18-month period. NCM will operate the exploration
program at Gorbea.
NCM and Mirasol are working collaboratively to advance the drill
permitting process at Gorbea and upgrade the exploration camp ahead
of the planned Q1 2019 restart of the exploration program that will
initially focus on the Atlas project, including detailed
re-mapping, alteration vectoring studies, 60 line-km of CSAMT
geophysics, and diamond core drilling.
Terms of the Agreement
Option phase:
- US$100,000 cash payment upon
signing the Agreement;
- NCM's minimum commitment is to spend US$4 million and drill a minimum of 3,000m in the first 18 months of the exploration
program;
- NCM will operate the Project and will receive a 5% management
fee; and
- At the end of the Option phase, NCM will have the right to
exercise the Farm-in phase of the Agreement.
Farm-in phase:
- Stage 1: 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 4.5-year period (total 6 years)
by spending an additional US$15
million (total US$19 million),
which includes a minimum drilling commitment of 6,000 m to be completed within the first 2
years;
- 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 1-year period (total 7
years), by funding the delivery of a positive preliminary economic
assessment, in accordance with NI 43-101, on a resource of not less
than 1 million 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 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 of US$100 million; or (ii) the delivery of a
positive bankable[1] Feasibility Study, in accordance with NI
43-101;
- Stage 4: After completion of Stage 3, Mirasol can elect
to: (i) contribute its proportionate 25% share of further
development expenditures, (ii) exercise a one-time equity
conversion option to convert up to 10% of its equity into a NSR
royalty at a rate of 2.5% equity per 0.5% NSR royalty (max 2% NSR
royalty) and then contribute funding to advance the Company's
remaining Project equity interest; or (iii) dilute. The rate
of royalty dilution (up to 2% and triggered upon dilution of its
interest to 10%) will be adjusted based on the percentage royalty
acquired as part of the equity conversion option. NCM will hold a
0.5% NSR buyback right at fair market value exercisable on the
conversion royalty or the dilution royalty.
After meeting the minimum commitment in the Option phase, NCM
may terminate the Agreement at any time without liability. In the
event that NCM should complete Stage 1, but elect not to proceed to
Stage 2, NCM's 51% interest shall be adjusted to a 49% interest.
If NCM completes Stage 2, but elects not to proceed to Stage
3, the 65% interest shall be adjusted to 60% and the parties may
agree to halt further exploration or continue and contribute in
proportion to their interests or be diluted.
The Agreement also contains other customary terms, including
extension rights to increase the duration of each stage in return
for cash payments to Mirasol, and pre-emptive rights provisions
should either party elect to sell its interest in the Project.
The Gorbea Project
The Gorbea Project comprises a package of nine projects totaling
26,684 ha, including the Atlas Au+Ag and the Titan Au (Cu)
projects, located in the Mio-Pliocene age mineral belt of northern
Chile. Mirasol has completed and reported (news release
January 7, 2018) the results of an
integrated analysis of the extensive Atlas database generated from
exploration expenditures in excess of US$ 8 million completed
under a prior joint venture agreement. The previous exploration
identified a significant body of HSE gold mineralization at the
Atlas project, which returned a drill intercept of 114 m grading 1.07 g/t Au, including 36 m grading 2.49 g/t Au (news release
September 11, 2017). However, the
scale of the Atlas Au+Ag system, combined with the relatively
modest amount of exploration drilling to date (10,499 m in 26 holes) and the range of priority
targets identified, highlights the Project as a large,
under-explored HSE system, requiring further drill testing for
potential large tonnage bulk minable Au+Ag mineralization.
About Newcrest Mining Limited
Newcrest is one of the world's largest gold mining companies,
operating four mines in Australia
and the Asia - Pacific
regions. Newcrest has extensive experience developing and
operating successful underground and open pit mines in culturally
and geographically diverse environments. Newcrest seeks to identify
and secure large mineral districts, or provinces, in order to
establish long term mining operations.
About Mirasol Resources Ltd
Mirasol is a premier project generation company that is focused
on the discovery and development of profitable precious metal and
copper deposits, operating via a hybrid joint venture and
self-funded drilling 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. Mr Nano is a Chartered Professional geologist and Fellow
of the Australasian Institute of Mining and Metallurgy (CP and
FAusIMM) and is a Qualified Person under NI 43 -101.
Under the terms of the pervious Gorbea Joint Venture (terminated
in April 2018), all exploration was
managed by the then joint venture partner. Pre-joint venture
exploration on the projects was managed by Stephen C. Nano, who is the Qualified Person
under NI 43-101. Exploration data generated from the previous
Gorbea Joint Venture program was reviewed and validated by Mirasol
prior to release. The technical interpretations presented here are
those of Mirasol Resources Ltd.
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.
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1
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"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
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SOURCE Mirasol Resources Ltd.