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Miramont Resources Announces Definitive Agreement With Puno Gold Corporation

VANCOUVER, British Columbia, Jun 05, 2017 (GLOBE NEWSWIRE via

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 ()Share
Exchange Agreement”) for its proposed acquisition
()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.


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
()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
  • 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 km [2] .
  • A circular zone of geochemically anomalous copper and
    molybdenum approximately 0.8km [2] 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.


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

  • 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

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

On behalf of the Board of Directors,

“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 

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