Financing Secured to Advance Gold Torrent and Miranda’s Lucky Shot Project to Production
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Financing Secured to Advance Gold Torrent and Miranda’s Lucky Shot Project
to Production
Vancouver, BC, Canada – February 15, 2017 - Miranda Gold Corp. ("Miranda") (TSX -V: MAD) is
pleased to announce that its joint venture partner Gold Torrent, Inc, (“GTI”) (OTCQB: GTOR) has
secured financing to put the Lucky Shot Project near Anchorage, Alaska into production. GTI is
forecasting a December 2018 startup date.
The financing secured by GTI is comprised of a convertible preferred note and investment
agreement with CRH Mezzanine Pte, Ltd, a Singapore p rivate limited company and CRH Funding II
Pte, Ltd, a Singapore private limited company – consisting of a US$2,000,000 convertible preferred
note (“Preferred Note”) and a US$11,250,000 gold and silver prepayment agreement (“Prepayment
Agreement”).
Concurrent with the closing and funding of the Preferred Note, Miranda and GTI have executed a
joint venture operating agreement and f ormed Alaska Gold Torrent, LLC (“AGT LLC”), an Alaska
limited liability company , under which Miranda owns a 30% undivided interest in the Lucky Shot
Project. Miranda is entitled to 10% of the AGT LLC after-tax cash flow until US$10m is paid to GTI;
then 20% of the after-tax cash flow until the remainder of GTI’s investment in AGT LLC, in excess
of US$10m is paid; and 30% thereafter.
In addition, Miranda has an insta llment payment option to purchase a 3.3% NSR on Lucky Shot
production from a third party.
The delivery of refined gold and silver and the repayments under the Prepayment Agreement shall
be borne entirely from GTI ’s calculated after -tax cash flow, its cash allocations, and other cash
distributions. Miranda shall be entitled to receive it s allocations of calculated after -tax cash flows
and resulting cash distributions using calculations based on the after-tax cash flow distributions that
would have occurred on an “all equity” basi s - showing cash distributions and allocations assuming
the Prepayment Agreement had no t occurred. Miranda production cash flow proceeds are not
burdened by servicing the Prepayment Agreement in any way.
Miranda CEO Joseph Hebert comments, “With the financing and forecast start-up of the Lucky Shot
Project, Miranda will now advance its strategy of securing near -term cash flow to support its core
business of exploration for world-class discovery in Colombia and elsewhere. The Lucky Shot Mine
will put Miranda in a unique class of primary explorers with cash flow, while still adhering to its Joint
Venture business model as a Prospect Generator.” Further, Mr. Hebert notes, “Miranda is fortunate
to have an experienced team at Gold Torrent, as operator for the Lucky Shot Mine.”
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Resource Report and Prefeasibility Study
In March 2016, effective February 1, 2016, an updated NI43 -101 Mineral Resource Estimate was
completed on the Lucky Shot P roject by Hard Rock Consulting, LLC (“HRC”) resulting in 121,500
ounces of gold contained in 206,500 tonnes grading an average of 18.3 g Au/t classified as
measured and indicated mineral resources. An additional 35,150 ounces of gold contained in
59,000 tonnes grading an average of 18.5 g Au/t are classified as inferred mineral resources, all
based on a 5.0 g Au/t cutoff. Combined measured, indicated , and inferred ounces total 156,65 0
ounces of gold at 18.3 g Au/t.
In July 2016, HRC completed an NI43-101 Preliminary Feasibility S tudy (the “PFS”) on the Lucky
Shot Project. The PFS includes a mine plan and cost estimate with annual gold production of
approximately 25,000 ounces of gold per year (after pre -production and build -up) at a n
underground mining rate of 200 tonnes per day. The mine plan includes a total of 87,612 ounces of
gold contained in 174,500 tonnes at a grade of 15.6 g Au/ t in the proven and probable reserve
categories. Historic milling achieved 89% gold recovery with gravity processing alone , and recent
metallurgical work related to the PFS shows gravity -only milling sufficient for acceptable gold
recoveries - resulting in non-toxic tailings.
The all-in sustaining cash cost (AISC), from the PFS is US$675 per ounce.
Project Details
At the Lucky Shot Project, gold is found in low -sulfide mesothermal quartz veins within an east -
west, shallow, north -dipping, shear zone. The Willow Creek project, formally held by Miranda , is
now assigned to AGT LLC under an 80-year lease from Alaska Hardrock Inc, of which 77 years are
remaining. The project lies approximately 166 km north of Anchorage by road. The project area is
east of the town of Willo w and can be accessed by well -maintained gravel road s. It covers the
majority of the historical Willow Creek mining district and contains 43 patented lode mining claims
and 58 State of Alaska lode mining claims for a total of approximately 10,000 acres ( 4,000
hectares). Numerous historical mines occur on the property including the Lucky Shot, Coleman,
War Baby, Nippon, and Gold Bullion Mines. Gold is commonly coarse, mainly free, and associated
with - but rarely occluded in - telluride and minor sulfide.
Historical production records for the Willow District indicate that , between 1918 and 1942 , more
than 500,000 ounces of gold were produced from the project area at an average grade of 37.5 g
Au/t. Historical records, geologic evidence , and recent drilling indicate that deep -seated
mesothermal quartz veins plunge at about 30 degrees to depth - with continuation of mineralization
to at least the mines deepest points. An exploration drift bel ow the level of historic mining cuts the
vein and indicates open extensions of mineralization to depth.
Exploration drilling by previous operators also shows significant mineralization below mine levels
and adjacent to mined areas along strike. Surface assessment work conducted by Miranda in
2014, suggests the vein system at the Lucky Shot Project may extend over 2.5km to the southeast -
where historic production of 77,000 ounces was attained on the project from the B ullion Mountain
Mine. The highlight of the Miranda sample program was the discovery of three quartz vein sub -
crops that assayed 50.74 g/t Au, 17.05 g/t Au, and 18.15 g/t Au.
Data disclosed in this press release, has been reviewed and verified by Miranda’s Chief Executive
Officer, Joseph Hebert, C.P.G., and B.Sc. Geology, a Qualified Person as defined by National
Instrument 43-101.
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About Miranda
Miranda is a gold Prospect Generator active in Alaska and Colombia, whose emphasis is on
acquiring gold exploration projects with world -class discovery potential. Miranda performs its own
grass roots exploration and then employs a joint venture business model on its projects to maximize
our exposure to discovery and minimize financial risk associated with exploration . Miranda has
ongoing relationships with Gold Torrent, Inc., and Montezuma Mines Inc.
ON BEHALF OF THE BOARDS OF DIRECTORS
Joseph (Joe) Hebert, Chief Executive Officer
+1-775-340-0450
Email: [email protected]
www.mirandagold.com
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined i n
the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of
this release.
U.S. investors are cautioned that mineral deposits on adjacent properties are not indicative of mineral deposits on our prope rties. We
advise U.S. investors that the SEC's mining guidelines strictly prohibit information of this type in documents filed with the SEC. This
news release contains forward-looking statements that are based on the Company's current expectations and estimates. Forward -looking
statements are frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "est imate",
"suggest", "indicate" and other similar words or statements that certain events or conditions "may" or "will" occur. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors that could cause actual events or results to diff er materially
from estimated or anticipated events or results implied or expressed in such forward -looking statements. Such factors include, among
others: the actual results of current exploration activities; conclusions of economic evaluations; changes in project paramet ers as plans to
continue to be refined; possible variations in ore grade or recovery rates; a ccidents, labor disputes and other risks of the mining industry;
delays in obtaining governmental approvals or financing; and fluctuations in metal prices. There may be other factors that ca use actions,
events or results not to be as anticipated, estimated or intended. Any forward-looking statement speaks only as of the date on which it is
made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update a ny
forward-looking statement, whether as a re sult of new information, future events or results or otherwise. Forward -looking statements are
not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent
uncertainty therein.