SOURCE: Gold & Silver Minerals

January 28, 2008 08:30 ET

G & S Minerals and Mayan Gold Announce Agreement in Principle for Strategic Cross-Investment and Gold Field Development

LAS VEGAS, NV--(Marketwire - January 28, 2008) - G & S Minerals, Inc. (PINKSHEETS: GSML) ("G & S Minerals") and Mayan Gold, Inc. ("Mayan") today announced that they had reached an agreement in principle among G & S Minerals, Mayan and Mayan's Honduran subsidiary Compania Minera Cerros del Sur, S.A. ("Minera") providing for the exchange of G & S Minerals common stock and warrants for Minera's El Transito mining concession, consisting of approximately 423 hectares located in Honduras near Minera's existing producing gold fields. Under the agreement, G & S Minerals would initially issue Minera an approximate 30% stake in G & S Minerals for a 100% interest in the El Transito concession. Initial studies indicate a minimum of 100,000 ounces of proven gold reserves at the El Transito property.

Under the agreement in principle the parties will promptly commission a mineral resource evaluation, commonly known as a National Instrument 43-101 study, and a feasibility study for the exploitation of the El Transito property. The agreement also contemplates further cross-investment by G & S Minerals of up to 19% in Mayan from the proceeds of the warrants to be issued to Minera in the transaction and Mayan also would grant to G & S Minerals the right to acquire up to 51% of Minera. Concurrently with and dependent upon the parties' cross investment, G & S Minerals would dividend or distribute to its existing shareholders warrants or rights to acquire a like number of shares G & S Minerals common stock as the warrants to be issued in the transaction to Minera. The exact share and warrant numbers and exercise prices of the warrants are subject to further agreement among the parties during an agreed 30-day due diligence period. As such, the parties cannot presently calculate the actual number of shares of common stock or warrants that may be issued under the agreement.

Consummation of the transaction is subject to a number of conditions, including the satisfactory completion of each parties' due diligence investigation over an agreed 30-day period and the respective parties' requisite board and shareholder approvals. The parties anticipate entering into a definitive agreement by the end of February 2008, with a closing to occur as promptly thereafter as practicable. Though the parties have agreed to negotiate in good faith to the definitive agreement and conclude the transaction consistent with the agreement in principle, because the transaction remains subject to a number of conditions and the negotiation of final necessary terms, there can be no assurance of exactly when or whether the transaction will close.

Charles Brown, Chairman of G & S Minerals, stated, "We're naturally excited to enter this agreement with Mayan, and believe the strategic cross-investment proposed is consistent with G & S Minerals ongoing efforts to execute on its business model of acquiring short time to production mining properties or interests. G & S Minerals is concurrently contemplating other possible acquisitions or joint development transactions to further expand its mining portfolio. We believe the proposed transaction with Mayan and Minera will greatly enhance shareholder value, and we look forward to working closely with each company and their respective counsels to see reach a definitive agreement."

Mayan Gold CEO Mark Zobrist commented, "We're pleased to be working with G & S Minerals as part of their aggressive international acquisition strategy. As a production-level gold company with an audited financial history and on-site geological lab, we believe we offer G & S significant capabilities to reduce their production costs for their existing projects as well as the pending acquisition of our El Transito concession. Mayan Gold is committed to forging strong alliances with the intention of creating world-class mining operations to better serve the interests of our shareholders and partners, and we look forward to working closely with G & S in Honduras and throughout the world."

ABOUT G & S MINERALS, INC.:

G & S Minerals, Inc. (which also does business under the name "Gold & Silver Minerals") is a mining company focused on acquiring and developing high-quality, low-risk mineral resource and energy prospects. G & S Minerals is aggressively pursuing opportunities to develop working interests in mineral properties that offer a short time to production, as well as significant upside exploration potential. In addition, G & S Minerals is investigating opportunities for corporate transactions that will expand the mineral and resource portfolio. By leveraging an extensive network of industry contacts, management expertise, smart acquisitions and a strong market for minerals, G & S Minerals is working to build rapid asset growth, near-term cash flow, market interest and shareholder value. Additional information is available at G & S Minerals' website at www.gold-silverco.com.

ABOUT MAYAN GOLD, INC.:

Mayan Gold provides its shareholders with gold's great potential value through ownership and the efficient operation of several small mines with high-grade ore deposits. The company deploys its assets with the objective of broadening its shareholder exposure to maximize the production of gold from known reserves. For more information, please visit http://www.mayangold.net/.

Forward-Looking Statements:

This press release contains numerous forward-looking statements within the meaning of applicable securities laws relating to the agreement in principle and the respective companies' businesses. These statements are subject to numerous assumptions and uncertainties, many of which are outside the companies' control. Operating, exploration and financial data, and other statements in this document are based on information the companies believe to be reasonable, but involve significant uncertainties as to the final structure or consummation of possible transactions, the terms thereof, if any, availability and pricing of financing, mineral prices, costs, ore grades, estimation of gold and silver reserves, mining and processing conditions, construction schedules, currency exchange rates, and the completion and/or updating of mining feasibility studies, changes that could result from either company's future acquisitions or dispositions of new mining properties or businesses, the risks and hazards inherent in the mining business (including environmental hazards, industrial accidents, weather or geologically related conditions), regulatory and permitting matters, risks inherent in the ownership and operation of, or investment in, mining properties or businesses in foreign countries, as well as other uncertainties and risk factors. Actual results and timetables could vary significantly from the estimates presented. Readers are cautioned not to put undue reliance on forward-looking statements. The companies disclaims any intent or obligation to update publicly such forward-looking statements, whether as a result of new information, future events or otherwise.

Contact Information

  • Contact:
    G & S Minerals, Inc. dba Gold & Silver Minerals
    Investor Relations
    Steve Jaloza
    Phone 516 429 4691