Mirasol Resources Ltd. (TSX-V: MRZ) (OTCPK: MRZLF) is pleased to announce that on October 20, 2017, the Company and one of its 100% owned Argentine subsidiaries, signed a definitive exploration and option agreement with OceanaGold Corporation to explore the Company’s 100% owned, Claudia Au+Ag project, located in Santa Cruz Province, Argentina (Figure 1, the “Project”). 

Oceana Gold Corporation is a multi-national, high margin gold producer with an expanding precious metal production profile from its operations in the United States, New Zealand and the Philippines.  Mirasol and OGC are already partnered in an existing option agreement signed on May 18, 2017 for the La Curva project which is also located in Santa Cruz Province, Argentina – the La Curva JV has a first year spend commitment of US$1.25 million (see news release May 25, 2017).

Claudia is a 100% Mirasol owned project, which hosts five exploration stage, low-sulfidation epithermal Au+Ag prospects each of which have multiple drill-ready targets.  Claudia adjoins the world class Cerro Vanguardia Au+Ag mining district, operated by Cerro Vanguardia S.A. (“CVSA”, majority owned by AngloGold Ashanti), with current resources and historic production in excess of 8.6 Moz Au and 135 Moz Ag.   

The Claudia-OGC JV, grants OGC the option to acquire in stages, up to a 75% interest in the Project and requires OGC to make a first year commitment of US$1.75 million in exploration expenditure, complete 3,000 m of drilling and make a US$100,000 payment to Mirasol on signing the Agreement.

Mirasol’s CEO Stephen Nano stated that “we look forward to updating shareholders with results from the Claudia and La Curva JV programs, that will see a combined exploration spend of US$ 3.0 million and approximately 6,000 m of drilling during the first year of the JV’s.”  OGC and Mirasol are currently finalizing the Claudia and La Curva exploration programs that will be initiated in the fourth quarter of 2017.  Mirasol will concurrently operate both JV exploration programs for the first 12 months.

The terms of Claudia-OGC JV provide for five sequential earn-in stages, including the First Year Commitment, as follows:

Initial Earn-in: Grants OGC the option to earn-in to 51% of the project over a four-year period including completion of the First Year Commitment by:

Mirasol will serve as operator for exploration for the first year in return for a 5% management fee. OGC may elect to serve as operator thereafter or request that Mirasol continue as operator.

PEA Milestone: Following completion of the Initial Earn-in, OGC may elect to increase its interest to 60% of the Project, within two years of the Initial Earn-In date, by funding and delivering a preliminary economic assessment, in accordance with NI 43-101, that outlines an inferred resource of not less than: (a) 500,000 ounces of gold equivalent at a cut-off grade of 0.25 g/t gold equivalent for an open pit resource; or (b) 500,000 ounces of gold equivalent at a cut-off grade of 1.5 g/t gold equivalent for an underground resource.

Feasibility Milestone: Following completion of the PEA Milestone, OGC may elect to increase its interest to 65% of the Project by funding and delivering, within two years of the PEA Milestone, a feasibility study on the Project in accordance with NI 43-101.

Block Model Payment: Mirasol’s previous JV partner for the Claudia Project, CVSA prepared a preliminary block model that outlined a non-NI 43-101 compliant mineral inventory from their drilling at the Io Vein, Curahue prospect.  In the event that ounces of Au+Ag outlined within this block model are included in the resource inventory for either the PEA or Feasibility Milestone earn-in stages of the Claudia Agreement, then Mirasol will receive a US$250,000 Block Model Payment from OGC.     

Decision to Mine: Concurrently with the time period to complete the Feasibility Milestone, OGC may elect to increase its interest to 70% of the Project by funding and delivering the following:

Production Financing:

At the Decision to Mine stage, Mirasol can elect to either:

Additional Terms:

• OGC has the right to extend by one year each of the time periods, to complete either the PEA Milestone or the Feasibility Milestone, by making cash payments to Mirasol.
• The Agreement contains dilution provisions for Mirasol to regain control of the project if OGC earns in to 51% but elects not complete subsequent PEA, Feasibility or development milestones.
• The Claudia Agreement includes a dilution provision where if either party’s project equity position should fall below 10%, then their interest shall convert into a 2% net smelter return (NSR) royalty.

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 joint venture business model.  Mirasol arranges strategic joint ventures with precious metal producers which enables Mirasol to avoid equity issuances and maintain a tight share structure while advancing its priority projects which 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.