| AIM: MARL|
7 October 2016
| Suite 102, 3 Eden Street|
North Sydney, NSW 2060
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:
- 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,
- 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.
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|
|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|
|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|
|Inferred Mineral Resource|
|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|
Hot Maden - Southern Gold-Copper Zone (2 g/t AuEq Cut-off)
|Inferred Mineral Resource|
|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|
*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.
- *-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.
- **-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
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.
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