VANCOUVER, British Columbia, June 05, 2017 (GLOBE NEWSWIRE) -- Miramont Resources Corp. (CSE:MONT)
("Miramont" or the "Company") is pleased to announce that it has entered into a definitive share
exchange agreement dated June 2, 2017 (the "Share Exchange Agreement") for its proposed acquisition (the
"Transaction") of all of the issued and outstanding shares of Puno Gold Corporation ("Puno").
Puno is a privately held Ontario corporation. Minera Puno Gold, S.A.C. (“Minera Puno”) is a
Peruvian corporation and is a wholly owned subsidiary of Puno. Minera Puno is engaged in the business of mineral exploration and
development in Peru and holds options to acquire a 100 percent interest in the 988.69-hectare Cerro Hermoso project and the
4400-hectare Lukkacha project.
Both projects are located in southern Peru and are highly prospective exploration plays within deposit hosting
mineral belts. Cerro Hermoso is located in the Puno Region, 60 kms west of the city of Juliaca and 55 kms north of Buenaventura’s
2.3 million ounce “San Gabriel” gold development project, which has similar breccia-pipe mineralization. Lukkacha is situated in
the Tacna Region and is located 55 kms east-southeast of the operating Toquepala Mine of Southern Peru Copper (a porphyry
copper project with 2016 reserves of 1,929 Mt grading 0.57% Cu) and 60 kms north of the city of Tacna. The Lukkacha Project
is a porphyry copper prospect. Management also cautions that mineral resources on nearby properties are not necessarily indicative
of the results that may be achieved on the subject property.
Terms of the Agreement
Pursuant to the terms of the Share Exchange Agreement, Miramont will issue to the shareholders of Puno (the
"Puno Shareholders") an aggregate of 15,048,000 million common shares of Miramont ("Transaction
Shares") at the time of closing of the Transaction. The Transaction Shares to be issued will represent approximately 37.5%
of issued and outstanding common shares of the resulting issuer, assuming completion of the proposed financing on the terms
described below.
Financing
Concurrently with closing, Miramont intends to complete an equity financing of units of the Company, each unit
consisting of one common share and one share purchase warrant, for gross proceeds of not less than CDN$3,000,000, (the
“Miramont Financing”), at a price of not less than CDN$0.30 per Miramont common share. As an anticipated
term to the Miramont Financing, which may be brokered or non-brokered, Miramont may pay cash commissions and issue certain share
purchase warrants (each, a “Commission Warrant”).
Overview of Cerro Hermoso Project
- The Cerro Hermoso Project, located in the Puno Region in southern Peru, covers a large, 1.4 km-diameter diatreme breccia pipe
hosting extensive showings of mineralization. Puno has identified three types of epithermal gold-silver-copper-lead-zinc
exploration targets within and around the diatreme complex including (1) precious and base metal-rich veins, (2) breccia-hosted
disseminated mineralization and (3) precious and base metal-rich manto style mineralization in limestone surrounding the
diatreme.
- A two-lane paved highway runs from Arequipa to Juliaca, providing year-round access to the project.
- Sampling within the breccia pipe has documented widespread and strongly anomalous gold mineralization with a disseminated
character. Channel samples collected by Golden Mining Corporation returned values up to 9.30 grams per tonne gold over 1.9
metres in un-mined areas within the breccia pipe, and sampling by past workers has shown continuously gold mineralization in
channel sampling of 1.79 grams per tonne gold over 43.1 metres. Eighty-nine (89) samples collected by these workers within
a 400 x 100 metre zone in the N-central portion of the diatreme are highly anomalous in gold and silver, with 58 of these
samples having greater than 0.10 grams per tonne gold – these 58 samples average 1.20 grams per tonne gold and 22 grams per tonne
silver.
- On the west boundary of the breccia pipe, a private Peruvian company, “Minsur,” operated the Santa Barbara underground mine
from 1966 until 1990, producing approximately 740,000 tonnes of ore grading 450 grams per tonne silver and 2.0% copper as
reported in, Hardolph Wasteneys, 1990, PhD thesis “Epithermal Silver Mineralization Associated with a Mid-Tertiary Diatreme,
Santa Barbara, Santa Lucia District, Puno, Peru.”
- Numerous showings of silver-copper mineralization around the entire perimeter of the diatreme indicate potential for a
complex system of veins much more extensive than what was previously mined.
- In addition to the direct targets for gold-silver-lead-zinc disseminated mineralization in the breccia pipe, and vein-type
silver-copper veins in its periphery, one drift from the old Santa Barbara Mine discovered small replacement mantos of
silver-lead-zinc mineralization in a favorable limestone unit 240 meters in the subsurface.
Overview of Lukkacha Property
- The Lukkacha property, located in the Tacna Region of Southern Peru, has a large target for a potential porphyry copper
deposit
- The project lies 60 kms northeast of the capital city of Tacna and is accessible via paved and all-weather gravel
roads.
- Regionally Lukkacha is located along the trend of Peru’s largest copper deposits of Cerro Verde, Cuajone, Quelleveco, and
Toquepala, a NW-striking belt of copper deposits aligned near the Incapuquio Fault. The geologic setting at Lukkacha is
similar to the nearby Toquepala Mine complex (Southern Copper Corporation), one of Peru’s largest copper mines, presently planned
to increase production from 140,000 tonnes Cu per annum to 360,000 tonnes Cu per annum in 2019 (Southern Copper Press Release Jan
31, 2017), and with 2016 reserves of 1,929 Mt grading 0.57% Cu (Southern Copper 10K form, 2016). Management also cautions that
mineral resources on nearby properties are not necessarily indicative of the results that may be achieved on the subject
property
- The Lukkacha project encompasses a large, zoned system of hydrothermal alteration typical of porphyry copper deposits with a
central zone of sericite-pyrite-quartz (“phyllic”) alteration and tourmaline-sericite alteration covering approximately 3
km2.
- A circular zone of geochemically anomalous copper and molybdenum approximately 0.8km2 in area was identified by
past workers on the project. This zone occurs within the south-central part of the phyllic alteration. Phyllic
alteration is locally accompanied by intense stockwork veining and strong leaching. Puno believes that hypogene
copper mineralization may have been leached during weathering and may be enriched in the subsurface.
- The project lies within 50kms of the international border, and as such, requires government approval prior to commencement of
exploration activities. Minera Puno has initiated the application process.
Management
The Company’s acquisition of Puno will bring with it a senior management team with extensive experience in
mineral exploration in South America, all of whom are fluent in Spanish:
- Quinton Hennigh, PhD, P.Geo, currently serves as a director of Puno and has agreed to serve as Chairman of the Board of
Directors of Miramont. Dr. Hennigh is an economic geologist with more than 25 years of experience with major gold mining firms
including Homestake Mining, Newcrest Mining and Newmont Mining. Currently, Dr. Hennigh is President, CEO and a director of Novo
Resources Corp., which is developing a gold mine in Western Australia.
- Peter Drobeck, M.Sc, P.Geo is a co-founder of Puno and serves as its President and a director. Mr. Drobeck has 36 years of
experience in business development, exploration, mining geology and exploration management, primarily in the Americas. He
previously served as Senior VP Exploration of AuRico and VP Exploration of Electrum. Mr. Drobeck has agreed to as a
director of Miramont and in a consulting capacity as part of the exploration team.
- Ronaldo de Oliveira is the Vice President Operations of Puno and a co-founder. He is a Brazilian exploration geologist with
35 years of experience in mineral exploration and development and project management. Most recently Mr. Oliveira served as
Exploration Operational Director, Peru for Silver Standard Resources. Prior thereto he served for fourteen years as Exploration
Manager, Brazil for Teck Resources. Mr. Oliveira has also worked with Vale SA (also known as CVRD) and BHP. Mr. Oliveira will
continue to provide his services to Miramont as project manager.
- Hall Stewart, B.Sc, C.P.G. is a co-founder of Puno and serves as its the Chief Geologist. Mr. Stewart has more than 30 years
of international experience in mineral exploration and resource development. From 1996 through 2002 Mr. Stewart was Project
Geologist for a number of companies at Ocampo, Chihuahua, Mexico including four years as Chief Geologist for Gammon Lake
Resources, Inc. Ocampo is now one of Mexico's most important silver mines. In January of 2003 Mr. Stewart started Man on
Foot Exploration, Ltd. with a grubstake from Bolnisi Gold, N.L. Man on Foot's discovery oriented fieldwork resulted in the
recommendation to Bolnisi to acquire the Palmarejo property in southern Chihuahua, Mexico. Palmarejo is now the flagship project
for Coeur D'Alene Mines, one of America's largest silver producers. In January, 2011 Mr. Stewart started Commonwealth Silver and
Gold Mining Inc. with two colleagues. That company was successfully sold to Marlin Gold Corp. in May of 2015. Mr. Stewart will
continue on with Miramont’s exploration team.
Tyson King, President of Miramont, stated “The acquisition of Puno Gold and its subsidiary Minera Puno is an
exciting step for Miramont. Taking the geology, geochemistry, and setting together, the Cerro Hermoso and Lukkacha exploration
projects represent exceptional early-stage targets for gold-silver-copper deposits in Peru. This is a tremendous opportunity
for the Company to explore and develop highly prospective properties in a well-established mining
jurisdiction.”
Peter Drobeck, President of Puno, commented “Our Puno management team is very proud of our accomplishments to
date in acquiring the rights to two significant exploration projects in prolific mining regions in Peru with world-class potential.
We are delighted to be entering into this merger with Miramont, which will enable us to work together to move the projects forward
aggressively to identity their full potential.”
Completion of the Transaction is subject to a number of customary conditions, including approval of the Canadian
Stock Exchange (the “CSE”), completion of the Miramont Financing and the completion of a Technical Report on the
Cerro Hermosa property in accordance with National Instrument 43-101. Trading of the Company's shares on the CSE has been halted in
connection with the announcement of the Transaction and is not expected to resume until the CSE has had the opportunity to review
certain documentation relating to the Transaction, including an Information Circular and Form 2A Listing Statement which is
currently being prepared by the Company. Pursuant to the policies of the CSE, the approval of the Miramont shareholders for the
Transaction will also be required.
Peter Drobeck, President of Puno Gold Corporation, is a Qualified Person as defined by National Instrument
43-101. Mr. Drobeck has reviewed and approved the technical content of this news release.
Some technical information contained in this release is historical in nature and has been compiled from sources
believed to be accurate. This technical information has not been verified by Miramont and may in some instances be unverifiable
dependent on the existence of all historical grab and trench samples and drill core. Management also cautions that mineral
resources on nearby properties are not necessarily indicative of the results that may be achieved on the subject property.
On behalf of the Board of Directors,
MIRAMONT RESOURCES CORP.
“Tyson King”
Tyson King, President
This news release contains statements about the Company's expectations regarding the completion of the
Transaction and the Miramont Financing that are forward-looking in nature and, as a result, are subject to certain risks and
uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are
reasonable, undue reliance should not be placed on them as actual results may differ materially from the forward-looking
statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include
failure to complete the Transaction or the Miramont Financing for any reason whatsoever, including that the shareholders
and/or regulators may not approve the Transaction. The forward-looking statements contained in this news release are
made as of the date hereof, and the Company undertakes no obligation to update publicly or revise any forward-looking statements or
information, except as required by law.
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in
the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release. We seek Safe
Harbor.
For further information, please contact the Company at: Telephone: (778) 968-8494 Facsimile: (604) 815-0770