UpdateI like their business model.
Miranda Gold Options Pavo Real Concession from ExpoGold andSigns Shareholder Agreement with Red Eagle Mining
LastUpdate: 6/28/2010 1:52:00 PM
VANCOUVER, BC, Jun 28, 2010 (BUSINESS WIRE) --Miranda Gold Corp. ("Miranda")(MAD) has finalized theoption agreement ("Pavo Option") with ExpoGold Colombia S.A.("ExpoGold") to acquire the Pavo Real mining interest located inthedepartment of Tolima, Colombia.
Miranda and ExpoGold signed an exclusive Association Agreement inDecember 2009 by which ExpoGold is executing Miranda's projectgenerative program to locate and acquire properties with thepotentialto host large gold systems in Colombia. The first projectacquisitionthrough this association is the Pavo Real mining interest. Recentchannel sampling by ExpoGold of outcrops and old workings at PavoRealhas returned very encouraging results. Of the 82 samplescollected, 32samples, or 39%, assayed in excess of 0.029 oz Au/t (1.00 g Au/t)withthe highest sample assaying 0.46 oz Au/t (15.89 g Au/t).
Previous soil sampling on the project on three wide spaced lines defineda 2,300 ft (700 m) long by 330 to 1,640 ft (100 to 500 m) widegoldanomaly. Most of the new channel samples fall within the limits ofthesoil anomaly, although a single isolated sample taken 1,362 ft(415 m)southwest of the open soil anomaly has a 13 ft (4 m) sample widthassaying 0.132 oz Au/t (4.52 g Au/t). This anomaly indicates a newareafor prospecting and additional soil grids.
Miranda's exploration funding partner at Pavo Real, Red Eagle MiningCorporation ("Red Eagle") has hired an in-country project manageranddesigned an exploration program for the Pavo Real project.High-resolution satellite imagery and base maps have been acquiredandan airborne magnetic survey is currently being mobilized. A drillprogram will follow mapping and geochemical surveys.
The program will constitute the base for a NI 43-101 Technical Reportprepared for Red Eagle to be followed by an initial publicoffering andlisting of Red Eagle on the TSX-Venture Exchange.
Agreement Details
The Colombian branch office of Miranda Gold Colombia III Ltd. ("MADIII") is party to the Pavo Option agreement with ExpoGold.
In keeping with Miranda's business model, Miranda has entered into ashare purchase agreement ("SPA") and shareholder agreement ("SA")withRed Eagle to advance exploration at Pavo Real. The SPA and SAagreementsbecame effective on the date of signing the Pavo Option andreplace theLetter of Intent signed by Miranda and Red Eagle on January 5,2010. IanSlater, a director common to both Miranda and Red Eagle, a privateB.C.company, abstained from voting at both companies' board ofdirectorsmeetings that approved the SPA and SA.
Pursuant to the SPA, Miranda assigned 70% of the shares of MAD III toRed Eagle. The activities of MAD III will be governed by the SA,whichstates that to maintain its 70% shareholding in MAD III, Red Eaglemustmake an aggregate US$4,000,000 contribution to MAD III within thenextfour years. These funds will be used to fund exploration work atthePavo Real project. Red Eagle must then further fund MAD III at aminimumof US$1,000,000 per year and either complete a positivefeasibilitystudy on the Pavo Real project within eight years or contribute aminimum of US$10,000,000 within 10 years. If at this time theboard ofdirectors of MAD III approves a feasibility study and a mineconstruction program on the Pavo Real project, then Red Eagle willhavethe option for a period of 30 days to elect to acquire anadditional 10%interest in MAD III by committing to solely fund all costsassociatedwith putting the property into production. If Red Eagle fails tomakeany of the capital contributions within the stated time periods,including reimbursement to Miranda for costs related to the PavoOptionand Pavo concession prior to the effective date of the SPA, RedEaglewill forfeit its shares of MAD III to Miranda.
The following cash payments due by MAD III to ExpoGold pursuant to thePavo Option will be funded by Red Eagle pursuant to the SA:
--Subject to TSX Venture Exchange approval, on signing the PavoOptionMAD III will pay ExpoGold US$20,000 cash and Miranda will issue100,000 common shares of Miranda. To maintain the Pavo Option,overthe next five year anniversary dates, a total of US$380,000additionalcash payments and a further 600,000 common shares of Mirandawill beissued. Annual payments of US$100,000 plus the issue of 100,000commonshares will be required to maintain the option until the firstmilestone is achieved.
--The first milestone is the definition of a NI 43-101 resourcegreaterthan or equal to 250,000 ounces of gold equivalent. MAD III willpayExpoGold $100,000 if it is less than 500,000 ounces of goldequivalentand $250,000 if it is more. Additional payments will be owed byMADIII at various milestones as the steps to production progress.
While Red Eagle is a shareholder of MAD III, Red Eagle will issueMiranda one common share of Red Eagle for each common share ofMirandathat Miranda has issued to ExpoGold on behalf of MAD III.
Qualified Person
The data disclosed in this press release have been reviewed and verifiedby Company CEO & President Ken Cunningham, P. Geo, BSc.Geology andQualified Person as defined by National Instrument 43-101.
Corporate Profile
Miranda Gold Corp. is a gold exploration company active in Nevada,Alaska and Colombia and whose emphasis is on generating goldexplorationprojects with world-class discovery potential. Miranda performsits owngrass roots exploration and then employs a joint venture businessmodelon its projects in order to maximize exposure to discovery whileminimizing exploration risk. Previous partners include BarrickGoldExploration Inc., Newmont Mining Inc., Placer Dome (US) Inc.,Agnico-Eagle (USA) Inc., Romarco Minerals Inc., Golden Aria Corp.,theCortez Joint Venture and the Buckhorn Joint Venture. Miranda hasongoingpartnerships with Piedmont Mining Company Inc., White BearResourcesInc., Queensgate Resources Corporation, Montezuma Mines Inc.,NuLegacyCorporation, Red Eagle Mining Corporation, Ramelius ResourcesLtd., andSIN Holdings Ltd.
ON BEHALF OF THE BOARD
"Kenneth Cunningham"
Kenneth Cunningham President and CEO
For more information visit the Company's web site atwww.mirandagold.comor contact Fiona Grant, Manager, Investor Relations1-877-689-4580.
Neither the TSX Venture Exchange nor its Regulation Services Provider(as that term is defined in the policies of the TSX VentureExchange)accepts responsibility for the adequacy or accuracy of thisrelease.
This news release may contain information about adjacent propertieson which we have no right to explore or mine. We advise U.S.investorsthat the SEC's mining guidelines strictly prohibit information ofthistype in documents filed with the SEC. U.S. investors are cautionedthatmineral deposits on adjacent properties are not indicative ofmineraldeposits on our properties. This news release may containforward-looking statements including but not limited to commentsregarding the timing and content of upcoming work programs,geologicalinterpretations, receipt of property titles, potential mineralrecoveryprocesses, etc. Forward-looking statements address future eventsandconditions and therefore involve inherent risks and uncertainties.Actual results may differ materially from those currentlyanticipated insuch statements.
SOURCE: Miranda Gold Corp.
Miranda Gold Corp.
Fiona Grant
Manager, Investor Relations
1-877-689-4580
www.mirandagold.com
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