Mariana Resources Ltd Mariana Resources Ltd : Mariana Enters Agreement To Acquire 80% Of Awalé Resources Sarl With Highly Pr...

 
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               [phone] 
Eric Roth (COO)      Mariana Resources Ltd               [phone] 
Karen Davies (IR)    Mariana Resources Ltd (Canada)      [phone] 
Rob Adamson          RFC Ambrian Limited (Nomad)         [phone] 
Will Souter          RFC Ambrian Limited (Nomad)         [phone] 
In U.K. 
Oliver Stansfield    Brandon Hill Capital (UK Broker)   [phone] 
Jonathan Evans       Brandon Hill Capital (UK Broker)   [phone] 
Camilla Horsfall     Blytheweigh (Financial PR)         [phone] 
Megan Ray            Blytheweigh (Financial PR)         [phone] 
 
   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.