Shoreham Resources Ltd.

Shoreham Resources Ltd.

May 28, 2009 09:01 ET

Shoreham Elaborates on Terms of Guiana Shield Acquisition

LANGLEY, BRITISH COLUMBIA--(Marketwire - May 28, 2009) - Shoreham Resources Ltd. (TSX VENTURE:SMH) is a Canadian exploration company dedicated to the exploration of advanced precious metal and polymetallic deposits in Guyana and Canada. The TSX Venture Exchange has instructed Shoreham to elaborate on the terms of Shoreham's recent option agreement with Guiana Shield Resources Inc. (News Release dated April 6, 2009). The Agreement with Guiana Shield gives Shoreham the right to acquire 100% ownership of 13 Prospecting Licenses and the right to acquire an additional 3 Prospecting Licenses in the same area of Guyana. The terms of the Agreement are as follows:

Share Payments:

Shoreham will issue Guiana Shield 2 million Shoreham common shares upon Exchange approval of the Agreement and an additional 1 million shares on each of the first, second and third anniversaries of Exchange approval of the Agreement for a total of 5 million shares of Shoreham Resources Ltd.

Cash Payments:

The Prospecting Licenses have been grouped into four (4) Project Areas ("Project Areas") based on geological or physical groupings of the licenses. Shoreham will pay Guiana Shield US$ 25,000 per Project Area (US$ 100,000 total for each year that all four Project Areas are retained) commencing upon receipt of the title documents and US$ 25,000 per Project Area annually thereafter for six (6) years on the anniversary of receipt of title for an additional cash payment of US$ 600,000. The total cash payments over the life of the Agreement would be US$ 700,000. If any Project Area is returned to the Vendor no further cash payments will be incurred for that Project Area. Contained in the original option agreement Guiana Shield Resources is entitled to receive 10% of any direct compensation paid to Shoreham Resources Ltd., this clause will be clarified and defined in the forthcoming definitive agreement.

Work Requirements and Land Holding Costs:

Shoreham is obliged to pay land holding costs and undertake sufficient exploration work to meet the minimum exploration expenditure requirements defined by the Guyana Geology and Mines Commission (GGMC).

Issuance of a Mining License (Share Payments):

If a Mining License is issued on any one Project Area following submission of a Feasibility Study to the GGMC, Guiana Shield will be entitled to receive an additional 1 million shares of Shoreham per Mining License issued per Package which is limited to a maximum of one share issue per Project Area. If all Project Areas are issued one or more Mining Licenses, a maximum of 4 million shares will be issued.

Issuance of a Mining License (Cash Payments):

If a Mining License is issued on any one Project Area following submission of a Feasibility Study to the GGMC, Guiana Shield will be entitled to receive a cash payment of US$ 1.00 per ounce of gold in a NI 43-101 Compliant Reserves and Resources as documented in the Feasibility Study as submitted to the GGMC for the Mining License. Guiana Shield will be paid a minimum of US$ 500,000 to a maximum of US$ 2 million per Project Area. If all Project Areas are issued Mining Licenses, a Minimum of US$ 2 million and a maximum of US$ 8 million will be paid.

Royalty and Buy-back Provision:

Guiana Shield has the right to receive a 3% Net Smelter Return royalty from any production on any of the Prospecting Licenses. Shoreham has the right to buy back this NSR in 1% increments at its discretion and can reduce the royalty to 0% by paying Guyana Shield a total of US$ 6 million. This NSR buy back provision applies to all of the Licenses as one entity and is not based on a per PACKAGE arrangement.

Option to Joint Venture:

In a significant subsequent event (News Release 2009-14 dated April 27, 2009) Shoreham entered into an option agreement granting Mulgravian Ventures Ltd. the right to earn 51% in Shoreham's rights granted by the Guiana Shield Agreement. Mulgravian Ventures Corporation ("MVC"), a private Canadian Company can earn its 51% working interest in the lands by investing CDN$ 2.1 million in Shoreham by purchasing shares of Shoreham Resources Ltd. in four stages and providing by US$ 5,000,000 in funds for use in the evaluation and development of the properties. Shoreham will operate the programs and be entitled to a 10% management fee. The first year's budget, including land costs and due diligence review by MVC, is US$ 1 million.

For further information please visit our website at or contact our President and CEO Mr. David A. Bending at 604-533-9288. You may also go to where you can view comments posted on their site or contact our Investor Relations Representative, Mr. Mike Kachanovsky via email at or Pro-edge Consultants Inc., Tracy Weslosky, at 1-416-581-1717 or via email at

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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