Mirasol Signs Letter of Intent with OceanaGold Corpo ration for a Joint Venture on the Claudia Gold – Silver Project, Santa Cruz, Argentina
NEWS RELEASE
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Mirasol Signs Letter of Intent with OceanaGold Corpo ration for a Joint
Venture on the Claudia Gold – Silver Project, Santa Cruz, Argentina
VANCOUVER, BC, September 6, 2017 — Mirasol Resources Ltd. (TSX-V: MRZ, OTCPK: MRZLF ) (the “ Company ”
or “ Mirasol”) is pleased to announce that it has signed a Lett er of Intent (“LOI”) dated August 31, 2017 with
OceanaGold Corporation (TSX/ASX: OGC) with respect to an option joint venture agreement (the “JV”) for the
Claudia Au+Ag project in Santa Cruz Province Argent ina (the “Claudia Project”). OGC will have the rig ht to
acquire, in multiple stages, up to 75% of the Mirasol owned Claudia Project by completing a series of exploration
and development investments and making cash payments.
OGC is a multinational, high margin gold producer with an expanding precious metal production profile from its
operations in the United States, New Zealand, and the Philippines.
Mick Wilks, CEO of OceanaGold stated “we look forward to working with Mirasol in the discovery of quality gold
deposits in this highly prospective mining district of southern Argentina. This entry into Argentina represents an
important step in OGC’s strategy of increased exposure to premier gold provinces through strategic partnerships
with proven management teams.”
Stephen Nano, CEO of Mirasol, stated that “we are v ery pleased to be partnering with a successful expl oration
and mining company such as OGC on the Claudia Project, the second JV transaction between the companies this
year. OGC and Mirasol have built a strong working relationship and look forward to implementing an aggressive
exploration and drilling program on the Claudia and Curva Projects during southern hemisphere spring a nd
summer of 2017 and 2018.”
Key Terms of the Claudia-OceanaGold LOI
• First year exploration spend commitment by OGC of US$ 1.75 million that includes a minimum 3,000 m
drilling.
• OGC option to earn 51% over a 4 year period by maki ng cumulative exploration investment totalling
US$10.5 M, plus staged option payments to Mirasol of US$1 M.
• OGC options to earn 60%, 65% and 70% over 2 additio nal 2 year periods (cumulative 8 years) by
delivering a preliminary economic assessment and feasibility study that is “bankable” 1 and delivering a
decision to mine, both prepared in accordance with NI 43-101.
• At the 60% earn-in stage, Mirasol will receive a payment (see condition precedent note 3) from OGC for
the ounces of Au+Ag that are currently defined in the Claudia Project Io Vein Zone block model (a non-
NI 43 101 compliant mineral inventory).
• At decision to mine, Mirasol can elect to fund its pro-rata 30% share of the mine development costs or
require OGC to finance Mirasol’s proportion of the development costs for a further 5% of the project,
with Mirasol retaining 25% of the project and OGC owning 75% of the project.
• OGC has the option to extend each of the 60% and 70% earn-in stages by one year per earn-in stage by
making one off payments to Mirasol.
• Mirasol will operate the JV during the first year a nd will be paid a 5% fee to cover administrative an d
overhead costs.
1 The “bankable” feasibility study is of a standard that is suitable to be submitted to a substantial, recognized financial institution as a basis for lending
funds for the development and operation of mining activities on the Project.
Suite 910 - 850 West Hastings Street, Vancouver, B.C. Canada, V6C 1E1
Tel: +1 604 602 9989 Fax: +1 604 609 9946 E-mail: [email protected]
www.mirasolresources.com
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Mirasol has granted OGC an exclusivity period commencing on the signing of the LOI and ending on September
29, 2017. The LOI is subject to the following conditions precedent:
1. completion of a due diligence review by OGC within 20 business days after the date of the LOI;
2. completion and execution of a definitive agreement to replace the LOI on or before September 29, 2017;
3. agreement on a mechanism to value the ounces of Au+ Ag mineralization contained within the Io Block
Model at the Claudia project; and
4. receipt of approvals of the respective boards of Mirasol and OGC.
The Claudia Project ( figure 1 ) is an extensive project which hosts five low sulp hidation epithermal Au+Ag
prospects with multiple drill-ready targets. The Claudia Project was staked as part of Mirasol’s Santa Cruz project
generation strategy and was, until earlier this yea r, under an option/ joint venture agreement with th e owner
(CVSA) of the world class Cerro Vanguardia mine whi ch adjoins the northern border of the Claudia claim s. As
outlined in the press releases dated February 17 an d August 31 st , 2017, CVSA drilled 7,525 m at the Claudia
Project focusing on the Io vein, a 2.2 km long vein zone in the 15 km long Curahue prospect and completed a non
- NI 43-101 compliant grade model. In addition to t he Curahue prospect, Mirasol has identified four ot her
prospects, some of which have outcropping strongly mineralized Au+Ag veins that have not been drill tested.
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 ma intain a tight share structure while advancing its priority
projects that are focused in high-potential regions in Chile and Argentina. Mirasol employs an integra ted
generative and on-ground exploration approach, comb ining 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 loc ated 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 app roved the technical content of this news release an d is a
Qualified Person under NI 43 -101.
For further information, contact:
Stephen Nano
President and CEO
or
Jonathan Rosset
Manager of Corporate Development
Tel: +1 (604) 602-9989
Email: [email protected]
Website: www.mirasolresources.com
Suite 910 - 850 West Hastings Street, Vancouver, B.C. Canada, V6C 1E1
Tel: +1 604 602 9989 Fax: +1 604 609 9946 E-mail: [email protected]
www.mirasolresources.com
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Under the terms of the recent terminated CVSA Claudia JV, all exploration at the project was managed by Cerro Vanguardia
Mines. All previous exploration on the projects was supervised by Mirasol CEO Stephen C. Nano, who is the Qualified Person
under NI 43-101. All information generated from th e Joint Venture program is reviewed and validated by Mirasol prior to
release. The technical interpretations presented here are those of Mirasol Resources Ltd.
CVSA applied industry standard exploration methodolo gies and techniques. All geochemical rock and drill samples are
collected under the supervision of CVSA’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 9001:2000-
accredited laboratory in Argentina for analysis. As say results from 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 state ments. Factors that could cause such differences in clude: 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 thi s release include
statements regarding future exploration programs, o peration plans, geological interpretations, mineral tenure issues and
mineral recovery processes. Although we believe the expectations reflected in our forward looking stat ements are
reasonable, results may vary, and we cannot guarant ee 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 S ervices Provider (as that term is defined in the po licies of the TSX
Venture Exchange) accepts responsibility for the adequacy or accuracy of this release