Eagle Hill Exploration Corporation

Eagle Hill Exploration Corporation

July 21, 2009 08:02 ET

Eagle Hill Enters Into Option Agreement for Acquisition of Noront Resources' Windfall Lake Property, Quebec

VANCOUVER, BRITISH COLUMBIA--(Marketwire - July 21, 2009) - Eagle Hill Exploration Corp. ("Eagle Hill" or the "Company") (TSX VENTURE:EAG) is pleased to announce it has entered into a binding property option agreement (the "Agreement") with Noront Resources Ltd. ("Noront" or "Optionor"), a Toronto-based exploration company, to earn up to a 100% interest, subject to a 2% net smelter royalty, in a mineral property known as the Windfall Lake Property, located in Quebec, Canada. This transaction was arranged under a Corporate Finance Agreement previously announced between Eagle Hill and Union Securities Ltd., on April 29, 2009.

"With over 330 holes drilled and a 1,400 meter underground ramp, the Windfall Lake group of claims is a very advanced gold exploration project," stated Brad Kitchen, President. "This work combined with some high grade results, makes Windfall Lake a very attractive project for the Eagle Hill shareholders. The extensive work already completed by Noront will allow Eagle Hill to focus its exploration towards determining a resource calculation and then, if warranted, generating a bankable feasibility study."

The Windfall Lake Property

This project currently covers four, contiguous, staked claim blocks (2,512 hectares) located in the Chibougamau Mining District in Urban Township (Abitibi Region), Quebec and is accessible from Lebel-sur-Quevillion over 112 km of gravel roads.

Advanced drilling (70,750 meters of drilling in 338 holes to date) outlined a number of high grade gold zones at various depths including 4.8 meters of 52.3 ounces per ton and 4.2 ounces per ton over 3.2 meters of gold. In 2007, Noront elected to carry out an underground exploration program to investigate the extensively mineralized zone and its engineers designed and permitted an exploration ramp (4.5 meter diameter) to bulk sample some of these zones. The ramp was constructed, at a cost of between $15 and $18 million, to facilitate the geological understanding of the mineralized system and is over 1,400 meters in length.

Although some drill results on the Windfall Lake Property have been promising, a resource calculation has not been generated because of inconclusive results. It is Eagle Hill's intention to prepare a detailed exploration plan with the target of completing, within three years, a National Instrument 43-101 compliant resource calculation and a bankable feasibility study or production plan, if the resource calculation warrants the expanded program.

Terence F. Schorn, P Geo., is the qualified person under National Instrument 43-101 who has supervised the due diligence on the Windfall Lake Property and will continue to supervise the exploration work. Mr. Schorn has reviewed and approved this news release.

Acquisition Terms

Under the terms of the Agreement, Eagle Hill will earn up to a 100% interest in the Windfall Lake Property, when the following conditions are met by Eagle Hill:

1. completion of an equity financing of at least $1,500,000 on or before October 15, 2009;

2. payment of CDN$400,000 ("Initial Consideration Payment") upon completion of the above noted financing and receipt of regulatory approval of the Agreement;

3. incurring the following expenditures on the Windfall Lake Property (the "Expenditures"):

(a) CDN$500,000 on or before the later of December 31, 2010 and making an additional payment of $200,000 (the "10% Options Consideration Payment"), at which time Eagle Hill will have earned a 10% interest in the Windfall Lake Property;

(b) CDN$2,000,000 on or before the later of December 31, 2011, at which time Eagle Hill will have earned 51% interest in the Windfall Lake Property; and,

(c) CDN$2,500,000 on or before the later of December 31, 2012 and making an additional payment of $400,000 (the "Final Consideration Payment"), at which tine Eagle Hill will have earned 75% interest in the Windfall Lake Property.

4. Once the Expenditures have been incurred on the Windfall Lake Property and the Initial, 10% Option and Final Consideration Payments are made to the Optionor, the Optionor retains a 25% carried interest to the earlier of bankable feasibility study (the "BFS") or the commencement of production after which the Optionor would be responsible for its working interest of additional expenditures;

5. After the Expenditures, the Initial, 10% Option and Final Consideration Payment requirements are met by Eagle Hill, the Company will then have three (3) years to either complete the BFS or take the project to production. If Eagle Hill does not complete a BFS or take the project to production, then the Optionor will have the option to purchase back the 75% of the Windfall Lake Property, within that three year period from Eagle Hill for $6.0 million;

6. At the time of completed BFS or the project has commenced production, the Optionor will have a ninety (90) day option to either:

(a) convert all of its interest for a 2% net smelter royalty ("NSR"); or

(b) retain a 25% interest in the Windfall Lake Property and be responsible for its pro rata costs to go into production and will receive $11.9 million from production after capital expenditures are repaid and after interest and all operating expenses are made.

7. In the instance where the Optionor chooses to exercise option 6(a), Eagle Hill will have earned 100% interest in the Windfall Lake Property and the Optionor would maintain a 2% NSR. Eagle Hill would have the right of first refusal to purchase the 2% NSR if the Optionor decides to sell this royalty; and

8. If a cash call is made to the Optionor from Eagle Hill for production costs and the Optionor does not make this payment within 90 days, the Optionor's working interest will be converted based on a pro rate formula from a 25% working interest to a 2% NSR tied to a cash call commitment of up to $11.9 million. In other words if the Optionor receives a cash call for $5.95 million then half of the Optionor's working interest will be converted to a 1% NSR.

The acquisition of the Windfall Lake Property is subject to regulatory approval.

About Eagle Hill Exploration Corporation

Eagle Hill Exploration Corporation is a Canadian mineral exploration company focused on the exploration and development of gold and precious metal prospects. In North America, the Company is set to become an advanced stage gold and precious metal exploration company with its acquisition of the Fran Property, located in the Mount Milligan area of northern British Columbia. Eagle Hill seeks projects that contain or have potential to contain high grades and large tonnage potential. The Company's website at www.eaglehillexploration.com and public filings at www.sedar.com provide additional information on its properties and other information with respect to its management and operations.


P. Bradley Kitchen, President


This release contains "forward-looking statements" within the meaning of applicable Canadian securities legislation, including predictions, projections and forecasts. Forward-looking statements include, but are not limited to, statements that address activities, events or developments that the Company expects or anticipates will or may occur in the future, including such things as future business strategy, competitive strengths, goals, expansion, growth of the Company's businesses, operations, plans and with respect to exploration results, the timing and success of exploration activities generally, permitting time lines, government regulation of exploration and mining operations, environmental risks, title disputes or claims, limitations on insurance coverage, timing and possible outcome of any pending litigation and timing and results of future resource estimates or future economic studies.

Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "planning", "planned", "expects" or "looking forward", "does not expect", "continues", "scheduled", "estimates", "forecasts", "intends", "potential", "anticipates", "does not anticipate", or "belief", or describes a "goal", or variation of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved.

Forward-looking statements are based on a number of material factors and assumptions, including, the result of drilling and exploration activities, that contracted parties provide goods and/or services on the agreed timeframes, that equipment necessary for exploration is available as scheduled and does not incur unforeseen break downs, that no labour shortages or delays are incurred, that plant and equipment function as specified, that no unusual geological or technical problems occur, and that laboratory and other related services are available and perform as contracted. Forward-looking statements involve known and unknown risks, future events, conditions, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, prediction, projection, forecast, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, the interpretation and actual results of current exploration activities; changes in project parameters as plans continue to be refined; future prices of gold; possible variations in grade or recovery rates; failure of equipment or processes to operate as anticipated; the failure of contracted parties to perform; labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of exploration, as well as those factors disclosed in the company's publicly filed documents. Although both companies have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

Neither 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.

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