TIDMMARL
AIM: MARL Suite 102, 3 Eden Street
TSXV: MRA North Sydney, NSW 2060
7 October 2016 Australia
Mariana Enters Agreement to Acquire 80% of Awalé Resources SARL
with Highly Prospective Gold Projects in Côte d'Ivoire
Mariana Resources Ltd ("Mariana" or the "Company"), the AIM and TSXV
listed exploration and development company with projects in Turkey and
South America, announces that it has entered into a binding Term Sheet
(the "Term Sheet") to acquire an 80% interest in Awalé Resources
SARL ("Awalé") (the "Transaction"). Awalé is a private
exploration company focussing on gold projects in Côte d'Ivoire.
Mariana's experience and ability is being leveraged to acquire a
majority interest in Awalé, in a region which hosts one of the
largest known prospective underexplored greenstone belts in West Africa.
The Transaction will provide Mariana with an immediate presence and
established footprint in Côte d'Ivoire, given Awalé's existing
large early stage prospective gold exploration portfolio. Awalé's
current focus is on the eastern border of the country at Bondoukou
(refer figure 1) with 3 granted licences and 4 licences under
application. The Boundoukou concessions lie along the southwestern
extension of the Birimian-age Bole-Nangodi greenstone belt in adjacent
Ghana, which is host to a number of high grade orogenic-type gold
deposits. It is intended that Mariana and the Awalé team will
advance these assets.
Overview of Transaction
-- Mariana gains an immediate foothold on an established exploration
portfolio with known gold mineralisation and artisanal gold workings
which comprises:
-- 3 granted contiguous licenses (1,191 km2) in the Bondoukou area;
and
-- 4 licenses under application (1,593 km2) in both the Bondoukou and
Abengourou areas.
-- Mariana will acquire an indirect 80% interest in Awalé by virtue of
an acquisition of 80% of the shares (the "Awalé Shares") of the
parent company of Awalé ("Awalé Holdco") from the then
shareholders of Awalé Holdco (the "Awalé Shareholders"). The
Awalé Shareholders will continue to hold a 20% interest in
Awalé Holdco.
-- Mariana and the Awalé Shareholders will enter into a shareholders'
agreement (the "Shareholders' Agreement") to govern the affairs of
Awalé Holdco (the "Joint Venture").
-- In consideration of the Awalé Shares, Mariana will issue to the
Awalé Shareholders an aggregate US$544,274 in Mariana ordinary
shares calculated based on the volume weighted average trading price for
such shares on the AIM for the 45 trading days prior to October 5, 2016
(being 723,511 ordinary shares). Mariana has agreed to loan to
Awalé US$55,725 to settle certain loan obligations of Awalé.
Further, Mariana has agreed to settle certain outstanding obligations of
Awalé to a maximum value of US$89,000.
-- Mariana will pay to the Awalé Shareholders a bonus payment of:
1. US$0.50 per ounce of reported gold resources for a mineral resource
delineated up to the first one million ounces, and US$1.00 per ounce of
gold resources for any mineral resource delineated over the first one
million ounces together with a catch-up payment of $0.50 per ounce of
gold resources for any mineral resources ounces that were delineated
prior to the delineation of a mineral resource greater than one million
ounces,
2. Subject to a maximum of US$3.5 million
-- It is anticipated that a definitive share purchase agreement relating to
the Transaction will be entered into on or before 15 November 2016, and
that closing of the Transaction will occur on or before 30 November 2016,
or as otherwise agreed.
-- The Awalé Shareholders will co-contribute to the Joint Venture in
the agreed percentages on the attainment of a reported 1 million oz gold
mineral resource.
-- Mariana is retaining services of the founders of Awalé, as well as
the in country team which boasts experienced senior local geologists.
-- Significant rock, soil and stream sediment sampling has already been
completed by the team, but immediate analysis and follow up is required.
-- Mariana will be the Operator of the Awalé concessions.
-- Completion of the Transaction is subject to certain standard conditions
customary for a transaction of this nature, including receipt of all
regulatory approvals.
Chief Executive Officer, Glen Parsons today commented:
"Mariana's majority interest in Awalé comes at an exciting time for
shareholders providing potential in one of the most exciting gold
jurisdictions in West Africa, especially as the resource market sees
continual signs of positive momentum. Mariana's expertise alongside the
Awalé team's local knowledge, presence and solid foundation provide
an excellent platform for the joint venture to build a potentially
successful regional gold exploration and development company. Mariana's
strategy has always been a complementary diversified portfolio of gold,
copper and silver properties in highly prospective regions which offer
scale as a key objective, and Côte d'Ivoire certainly provides
this. Mariana has demonstrated success with this strategy specifically
the exceptional Hot Maden high grade gold and copper project in Turkey
which management of Mariana believes includes significant exploration
upside, as well as Mariana's advanced gold and silver portfolio in
Argentina. The ability to advance Awalé's current granted licenses
around Bondoukou in a cost effective manner is seen as a priority and
one that is anticipated can deliver immediate success to the joint
venture and will form the basis of planning for the next stage of
exploration. Exploration activities for Awalé are currently
budgeted within Mariana's current cash resources without affecting any
activities on the balance of the portfolio for next year.
"I look forward to providing updates on the exploration results on our
portfolio as well as the imminent milestone of the PEA at Hot Maden."
Links to Figures:
http://media.wix.com/ugd/24ee23_467075be3ae34ebcb71d7bdedf8093ad.pdf
The Awalé Concessions and Initial Focus
The Bondoukou permit package lies in the Zanzan region of north-eastern
Côte d'Ivoire, and is accessible from the town of Bondoukou.
Bondoukou lies close to the Ghana border with a population of 117,453
(2014 Survey, Wikipedia) and has all amenities including banks, hotels
and other major services and is accessed by tarred road from Abidjan
(c.430km or 5 hours).
Mariana's initial focus will be on the Bondoukou Est concession, where
high grade gold mineralization (up to 36 g/t Au from initial surface
sampling) occurs within a sheeted quartz vein complex that is located at
the contact between a zoned granitoid intrusion and the host
meta-volcanic and meta-sedimentary rocks. Artisanal miners are currently
active at Bondoukou Est and are undertaking shallow mining (generally up
to 30m depth) from higher grade quartz veins that lie within a broadly
NW-SE-trending mineralized corridor interpreted to have a strike extent
of 18 km. Subsequent field activities will focus on other artisanal
workings within the remainder of the Bondoukou Est concession, as well
as workings in the Bondoukou Nord and Nord Est concessions.
**S**
Qualified Person
The technical and scientific information contained in this news release
has been reviewed and approved for release by Eric Roth, the Company's
qualified person as defined by National Instrument 43-101. Mr. Roth is
the Company's Chief Operating Officer and Executive Director and holds a
Ph.D. in Economic Geology from the University of Western Australia, is a
Fellow of the Australian Institute of Mining and Metallurgy (AusIMM),
and is a Fellow of the Society of Economic Geologists (SEG). Mr. Roth
has 25 years of experience in international minerals exploration and
mining project evaluation.
For further information please visit website at www.marianaresources.com
or contact the following.
Glen Parsons (CEO) Mariana Resources Ltd +61 2 9437 4588
Eric Roth (COO) Mariana Resources Ltd +56 9 8818 1243
Karen Davies (IR) Mariana Resources Ltd (Canada) +1 604 314 6270
Rob Adamson RFC Ambrian Limited (Nomad) +61 2 9250 0041
Will Souter RFC Ambrian Limited (Nomad) +61 2 9250 0050
In U.K.
Oliver Stansfield Brandon Hill Capital (UK Broker) +44 20 3463 5061
Jonathan Evans Brandon Hill Capital (UK Broker) +44 20 3463 5016
Camilla Horsfall Blytheweigh (Financial PR) +44 20 7138 3224
Megan Ray Blytheweigh (Financial PR) +44 20 7138 3203
About Mariana Resources
Mariana Resources Ltd is an AIM (MARL) and TSXV (MRA) quoted exploration
and development company with an extensive portfolio of gold, silver and
copper projects in South America and Turkey.
Mariana's most advanced asset is the Hot Maden gold-copper project in
north east Turkey, which is a joint venture with its Turkish JV partner
Lidya (30% Mariana and 70% Lidya) and rapidly advancing to development.
An updated mineral resource estimate (detailed table below) of 3.43 Moz
gold Equivalent (Indicated Category) and 0.09 Moz gold Equivalent
(Inferred Category) (100% basis) in the main resource zone as well as a
maiden 351,000 Moz gold Equivalent (Inferred Category) (100% basis) in
the new southern discovery zone was reported for Hot Maden on July 25,
2015. Elsewhere in Turkey, Mariana holds a 100% interest in the Ergama
gold-copper project.
In southern Argentina, the Company's core gold-silver projects are Las
Calandrias (100%), Sierra Blanca (100%), Los Cisnes (100%), Bozal
(100%). These projects are part of a 160,000+ Ha land package in the
Deseado Massif epithermal gold-silver district in mining-friendly Santa
Cruz Province.
In Suriname, Mariana has a direct holding of 10.2% of the Nassau Gold
project. The Nassau Gold Project is a 28,000 Ha exploration concession
located approximately 125 km south east of the capital Paramaribo and
immediately adjacent to Newmont Mining's 4.2Moz gold Merian project.
In Peru and Chile, Mariana is focusing on acquiring new opportunities
which complement its current portfolio.
Hot Maden Mineral Resource Estimate - Main Gold-Copper
Zone (2 g/t AuEq Cut-off)
Indicated Mineral Resource
Domain Tonnes Au Cu Zn AuEq Au Cu AuEq
t g/t % % g/t* Ounces Tonnes Ounces**
Main Zone LG 463,000 1.1 1.1 0.3 2.4 17,000 5,000 36,000
Main Zone HG 4,501,000 3.9 1.9 0.2 6.3 570,000 87,000 908,000
Main Zone
UHG 2,086,000 32.7 3.5 0.1 36.9 2,195,000 73,000 2,476,000
Mixed
Gold-Zinc 17,000 7.5 3.1 3.6 11.2 4,000 1,000 6,000
Peripheral
Lodes 60,000 2.1 0.4 0.4 2.5 4,000 5,000
Total 7,127,000 12.2 2.3 0.2 15.0 2,790,000 166,000 3,431,000
Inferred Mineral Resource
Domain Tonnes Au Cu Zn AuEq Au Cu AuEq
t g/t %% g/t* Ounces Tonnes Ounces**
Main Zone LG 395,000 1.7 0.9 0.03 2.8 21,000 4,000 35,000
Main Zone HG 31,000 3.9 1.6 0.1 5.8 4,000 6,000
Main Zone
UHG 6,000 39.1 2.1 0.01 41.6 7,000 8,000
Mixed
Gold-Zinc 4,000 1.7 0.4 2.4 2.2
Peripheral
Lodes 282,000 3.2 0.9 0.1 4.3 29,000 2,000 38,000
Total 718,000 2.7 0.9 0.1 3.8 62,000 7,000 88,000
Hot Maden - Southern Gold-Copper Zone (2 g/t AuEq
Cut-off)
Inferred Mineral Resource
Domain Tonnes Au Cu Zn AuEq Au Cu AuEq
t g/t %% g/t* Ounces Tonnes Ounces**
South Zone
LG 396,000 2.8 0.7 0.0 3.6 35,000 3,000 46,000
South Zone
HG 583,000 5.3 0.7 0.0 6.1 98,000 4,000 114,000
Main Zone
UHG 224,000 22.2 1.0 0.0 23.4 160,000 2,000 169,000
Mixed
Gold-Zinc 44,000 9.0 1.0 3.2 10.2 13,000 15,000
Peripheral
Lodes 104,000 1.9 0.3 0.0 2.2 6,000 7,000
Total 1,352,000 7.2 0.7 0.1 8.1 313,000 10,000 351,000
*Au Equivalence (AuEq) calculated using a 100 day moving average of
$US1,215/ounce for Au and $US2.13/pound for Cu as of May 29, 2016. No
adjustment has been made for metallurgical recovery or net smelter
return as these remain uncertain at this time. Based on grades and
contained metal for Au and Cu, it is assumed that both commodities have
reasonable potential to be economically extractable.
1. *-The formula used for Au equivalent grade is: AuEq g/t = Au + [(Cu % x
22.0462 x 2.13)/(1215/31.1035)] and assumes 100 % metallurgical recovery.
2. **-Au equivalent ounces are calculated by mulitplying Mineral Resource
tonnage by Au equivalent grade and converting for ounces. The formula
used for Au equivalent ounces is: AuEq Oz = [Tonnage x AuEq grade
(g/t)]/31.1035
Safe Harbour
This press release contains certain statements which may be deemed to be
forward-looking statements. These forward-looking statements are made
as at the date of this press release and include, without limitation,
statements regarding discussions of future plans, the realization, cost,
timing and extent of mineral resource estimates, estimated future
exploration expenditures, costs and timing of the development of new
deposits, success of exploration activities, permitting time lines, and
requirements for additional capital. The words "plans", "expects",
"budget", "scheduled", "estimate", "forecasts", "intend", "anticipate",
"believe", "may", "will", or similar expressions or variations of such
words are intended to identify forward-looking statements.
Forward-looking statements are subject to known and unknown risks,
uncertainties, assumptions and other factors that may cause actual
results to vary materially from those expressed or implied by such
forward-looking statements, including, but not limited to: the effects
of general economic conditions; the price of gold, silver and copper;
misjudgements in the course of preparing forward-looking statements;
risks associated with international operations; the need for additional
financing; risks inherent in exploration results; conclusions of
economic evaluations; changes in project parameters; currency and
commodity price fluctuations; title matters; environmental liability
claims; unanticipated operational risks; accidents, labour disputes and
other risks of the mining industry; delays in obtaining governmental
approvals or in the completion of development or construction
activities; political risk; and other risks and uncertainties described
in the Company's annual financial statements for the most recently
completed financial year which is available on the Company's website at
www.marianaresources.com . Although we believe that the expectations
reflected in such forward-looking statements are based upon reasonable
assumptions and have attempted to identify important factors that could
cause actual results to differ materially from those contained in
forward-looking statements, there may be other factors that cause
results not to be as anticipated, estimated or intended. There can be
no assurance that such statements will prove to be accurate, as actual
results and future events could differ materially from those anticipated
in such forward-looking statements. Accordingly, readers are cautioned
not to place undue reliance on forward-looking statements. We do not
undertake to update any forward-looking statements, except in accordance
with applicable securities laws.
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.
This announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the information
contained therein.
Source: Mariana Resources Ltd via Globenewswire
http://www.marianaresources.com/index.php
(END) Dow Jones Newswires
October 07, 2016 02:00 ET (06:00 GMT)
Copyright (c) 2016 Dow Jones & Company, Inc.
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