Golden Opportunity and Mirasol Sign LOI to Option Virginia Silver Project Located in the Santa Cruz Province of Argentina
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Golden Opportunity and Mirasol Sign LOI to Option Virginia
Silver Project Located in the Santa Cruz Province of
Argentina
Vancouver, British Columbia, February 27 th, 2020: Golden Opportunity Resources
Corp. (the “Company” or “Golden Opportunity”) (CSE: GOOP) is pleased to announce
that it has signed a non -binding letter of intent (the “ LOI”) with Mirasol Resources L td.
(“Mirasol”) to acquire a 100% inter est (the “ Option”) in Mirasol’s 73,411 hectare Virginia
silver project located in the Santa Cruz Province of Argentina (the “Project”).In addition,
Golden Opportunity is pleased to announce a non -brokered private placement for
aggregate gross proceeds of u p to C$2,0 00,000 (the “Private Placement ”) through
the issuance of up to 20,000,000 units of the Company (each a “Unit”) at a price of
C$0.10 per Unit with a half of a Warrant at a price of C$0.25 for two years.
Golden Opportunity’s CEO Keith Anderson com ments, “This is an exciting time in our
Company’s infancy stage since recently being publicly listed. This Letter of Intent with
Mirasol is a step towards building an exciting new mining company with a focus on
developing preci ous metal assets in mining friendly jurisdictions. Once this transaction is
completed, Mir asol will be a significant shareholder and a strategic partner as we move
forward in creating value for all of our shareholders. Mirasol will also continue to be the
Operator of the Project, whic h will come with in -country technical and geopolitical
experience of operating in the district.”
“The Virginia Project is located in a well -known, safe and established mining district with
neighbouring resources and mines run by some of the largest silver and gold mining
companies. Though the mineralization hosted on adjacent and/or nearby projects is not
necessarily indic ative of the mineralization hosted on the Vir ginia project , the district
includes major mining companies such as McEwen Mining, H ochschild, Pan American
Silver, Yamana Gold and Sandstorm Gold. Mirasol has already done a great amount of
ground and drilling exploration work to identify, e xpand and create targets within and
outside of the known mineralization. Our team is looking forward to working together on
developing this Project.”
Location Map of the Virginia Silver Project in the Santa Cruz Province of Argentina
Virginia Silver Project Highlights
Mirasol first discovered the Project in 2009, following-up a high -priority reconnaissance
target identified by its generative team. Over the next few years, Mirasol defined high -
grade, intermediate sulfidation epithermal style mineralizati on in a series of prominent
outcrops of vein -breccia that are associated with a rhyolitic volcanic flow dome field.
Rock chip and saw cut channel sampling over these outcrops defined significant strike
lengths of continuously mineralized vein-breccia, with many samples assaying over 1,000
g/t silver (“Ag”). From 2010 to 2012, Mirasol completed a series of drill programs at the
Project, drilling a total of 23,318 m of diamond core in 223 holes, testing the mineralized
structures to a maximum depth of 266m. This work was followed by a technical report
entitled “Amended Technical Report, Virginia Project, Santa Cruz Province, Argentina –
Initial Silver Mineral Resource Estimate” with an effective date of October 24, 2014 and a
report date of February 29, 2016, defining seven outcropping bodies of high grade silver
mineralization, constrained within conceptual pits, with an indicated mineral resource of
11.9 million ounces of silver at 310 g/t Ag and a further inferred 3.1 million ounces of silver
at 207 g/t Ag.
Claim Map of the Virginia Silver Project in the Santa Cruz Province of Argentina
Later that year, Mirasol reported that preliminary prospecting of new claims identified
quartz vein and vein-breccia rock float, scattered along a 2 km trend. With a strong belief
in the exploration potential of the Virginia district, Mirasol furth er expanded its property
holdings in 2017 with an extra 27,017 hectares of claims to the south of the limit of
previous drilling. In May 2018, high grade silver assay results were r eported from the
additional prospecting of three new target areas, suggesting the potential for an
unrecognized, shallow , soil covered, high grade mineralization that would expand the
potential of the Project.
Golden Opportunity and Mirasol look forward to testing the exploration upside at the
Project at a time of improving precious metal prices.
The Transaction
Golden Opportunity and Mirasol have agreed to negotiate a definitive agreement to
option the Project (the “ Definitive Agreement ”), and Mirasol has granted Golden
Opportunity an exclusivity period to negotiate the Def initive Agreement. Until the time
that the Option is exercised in full by Golden Opportunity, Mirasol shall operate the
Project, however, Golden Opportunity shall pay the costs of maintai ning the Project as
part of its obligation to incur certain expenditures described below.
The Definitive Agreement shall allow the Company to acquire a 100% interest in the
Project through (collectively, the “Exercise Price”):
1. payment of US$25,000 by Gold en Opportunity to Mirasol on execution of the
LOI, and payment of a f urther US$25,000 by Golden Opportunity to Mirasol
within five days after closing of the next financing completed by Golden
Opportunity (collectively, the “Deposit”);
2. subject to all regula tory approval, including the approval of the Canadian
Securities Exchange (the “CSE”), the issuance of such number of common shares
of Golden Opportunity (the “Shares”) equal to 19.9% of the Shares outstanding at
the time the Option is fully exercised; and
3. completion of an aggregate of US$6,000,000 of exploration expenditur es
incurred in respect of the Project (“Exploration Expenditures”).
The Shares are issuable as follows:
1. Such number of Shares equal to 9.9% of the Shares outstanding at the time that
the Definitive Agreement is executed (the “Execution Date ”), issued to Mirasol
within five business days of the Execution Date;
2. Such number of Shares equal to 5.0% of the Shares outstanding on the date that
is 12 months after the Execution Date (the “First Anniversary Date ”), issued to
Mirasol within five business days of the First Anniversary Date;
3. Such number of Shares equal to 5.0% of the Shares outstanding on the date that
is 24 months after the Execution Date (the “Second Anniversary Date ”), issued
to Mirasol within five business days of the Second Anniversary Date; and
4. Such number of Shares that would cause Mirasol to hold 19.9% of the Shares
(inclusive of all prior issuance s to Mirasol) outstanding on the date that is 36
months after the Execution Date (t he “Third Anniversary Date ”), issued to
Mirasol within five business days of the Third Anniversary Date.
The Exploration Expenditures are payable as follows:
1. Exploration Exp enditures of US$1,000,000 incurred on or before the First
Anniversary Date, which s hall be a firm commitment of Golden Opportunity (the
“Firm Commitment ”). If the Financing is completed and the Definitive
Agreement is executed, then the Deposit shall be applied as a credit towards
Golden Opportunities’ obligation to fund the Firm Commitment;
2. Exploration Expenditures of US$2,000,000 incurred on or before the Second
Anniversary Date, for aggregate Exploration Expenditures of US$3,000,000; and
3. Exploration Expenditures of US$3,000,000 incurred on or before t he Third
Anniversary Date, for aggregate Exploration Expenditures of US$6,000,000.
Following payment of the Exercise Price in full, Mirasol shall transfer 100% of the min eral
concessions which comprise the Project to Golden Opportunity (excluding surface
rights), subject to a 3% net smelter returns royalty payable on all minerals mined from the
Project (the “NSR”) which shall be retained by Mirasol.
Golden Opportunity shall have the option to buy back a 1% NSR for payment of the sum
of US$2,000,000 to Miras ol (the “1% NSR Buyback”). Following exercise of the 1% NSR
Buyback, Mirasol shall continue to hold an unencumbered (no buyback, right of first offer
or right of first refusal) 2% NSR royalty payable on all minerals mined from the Project.
The closing of t he Option is subject to , among other things, Golden Opportunity and
Mirasol negotiating and executing the Definitive Agreement, exchange approval and
Golden Opportunity co mpleting an equity financing of not less than US$ 1 million within
90 days.
Private Placement
The Company also announces a Private Placement of up to 20,000,000 Units at a price
of C$0.10 per Unit.
Each Unit will consist of one Share and one half of one commo n share purchase warrant
(each whole warrant, a “Warrant”). Each Warrant entitles the holder to acquire one Share
at a price of C$0.25 per share for a period of 24 months following the date of issuance.
The Warrants are subject to an acceleration right that allows the Company to give notice
of an ear lier expiry date if the Company’ s share price on the CSE (or such other stock
exchange the Shares may be trading on) is equal to or greater than C$0.50 for a period
of 10 consecutive trading days.
The Company may pay a finder ’s fee on all or a portion of the Private P lacement in
accordance with the policies of the CSE. Proceeds of the private placement will be used
for work on the Company ’s mineral properties and general working capital. The Private
Placement is subject to the acceptance of the CSE.
About Golden Opportunity Resources Corp.
Golden Opportunity is engaged in the business of mineral exploration and the acquisition
of mineral property assets in mining friendly jurisdictions . Its objective is to locate and
develop economic precious and base metal properties of merit.
The technical content of this news release has been reviewed and approved by R. Tim
Henneberry, P.Geo. (BC) a Qualified Person under NI 43 -101 and a Director of Golden
Opportunity.
On Behalf of the Board of Directors
Keith Anderson
Chief Executive Officer, Director
For further information, please contact:
Keith Anderson
Chief Executive Officer, Director (604) 786-7774
GOLDEN OPPORTUNITY RESOURCES CORP.
Suite 830 – 1100 Melville Street
Vancouver, British Columbia V6E 4A6
www.golden-opps.com
The Canadian Securities Exchange has not approved nor disapproved the contents of this news release.
Forward-Looking Statements:
This news release includes certain forward-looking statements and forward-looking information
(collectively, “forward-looking statements”) within the meaning of applicable Canadian securities
legislation. All statements, other than statements of historical fact, included herein including,
without limitation, statements regarding the negotiation and execution of t he Definitive
Agreement, the timing and payment the Exercise Price, future capital expenditures, anticipated
content, commencement, and cost of exploration programs in respect of the Project ,
anticipated exploration program results from exploration activities, resources and/or reserves on
the Project , the terms and conditions of the Private Placement and the anticipated business
plans and timing of future activities of the Company, are forward-looking statements. Although
the Company believes that such statements are reasonable, it can give no assurance that such
expectations will prove to be correct. Often, but not always, forward looking information can be
identified by words such as “pro forma”, “plans”, “expects”, “will”, “may”, “should”, “budget”,
“scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes”, “potential” or variations
of such words including negative variations thereof, and phrases that refer to certain actions,
events or results that may, could, would, might or will oc cur or be taken or achieved. Forward -
looking statements involve known and unknown risks, uncertainties and other factors which may
cause the actual results, performance or achievements of the Company to differ materially from
any future results, performanc e or achievements expressed or implied by the forward -looking
statements. Such risks and other factors include, among others, statements as to the anticipated
business plans and timing of future activities of the Company, including the Company’s option to
acquire the Project, the proposed expenditures for exploration work thereon, the ability of the
Company to obtain sufficient financing to fund its business activities and plans, delays in
obtaining governmental and regulatory approvals (including of the CSE), permits or financing,
changes in laws, regulations and policies affecting mining operations, the Company’s limited
operating history, currency fluctuations, title disputes or claims, environmental issues and liabilities,
as well as those factors discussed under the heading “Risk Factors” in the Company’s prospectus
dated August 30, 2019 and other filings of the Company with the Canadian Securities Authorities,
copies of which can be found under the Company’s profile on the SEDAR website at
www.sedar.com.
Readers are cautioned not to place undue reliance on forward -looking statements. The
Company undertakes no obligation to update any of the forward -looking statements in this
presentation or incorporated by reference herein, except as otherwise required by law.