Mariana Resources Ltd.

Mariana Resources Ltd.

November 17, 2011 08:00 ET

Mariana Resources: Strategic Investment by AngloGold Ashanti Ltd

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 17, 2011) - Mariana Resources Limited (TSX:MRY)(AIM:MARL)(PLUS:MARL) ("Mariana" or the "Company") is pleased to announce that it has agreed the terms of a strategic investment by AngloGold Ashanti Limited ("AngloGold") whereby AngloGold will subscribe to a private placement for a 19.9% stake in the Company. Under the agreement and subject to regulatory approvals, Mariana will receive gross proceeds of £5,400,000 (approximately US$8,5 million) through AngloGold's subscription of 45 million ordinary shares of Mariana at 12 pence per share, representing a 41% premium to Mariana's last closing price on AIM as at the 16 November 2011 being 8.50 pence, and a 30% premium to Mariana's 30 day volume weighted average price ("VWAP"), and a 9% premium to Mariana's 60 day VWAP.

Proceeds from this subscription will facilitate advancement of Mariana's 100%-owned flagship Las Calandrias gold-silver Project and at Sierra Blanca (70% owned) in the Santa Cruz Province of Argentina. The Company has previously announced a preliminary NI 43-101 compliant resource for the Las Calandrias Project of 519,000oz gold-equivalent from only two target areas within just two years of initial discovery.

Key terms of the agreement with AngloGold

  • AngloGold will subscribe for 45 million Mariana shares at 12 pence per share for a total subscription amount of £5,400,000 providing AngloGold with a 19.9% interest in Mariana;
  • Mariana will commit to use at least 75% of the subscription amount to develop its various low-sulphidation epithermal gold-silver deposits located in the Deseado Massif, Santa Cruz Province in Patagonia, Argentina;
  • AngloGold will have the right to appoint a non-executive director to the Board of Mariana;
  • AngloGold will have the right to participate in any future equity offerings by Mariana to maintain its pro-rata share ownership, a pre-emptive right in respect of any future equity offerings by Mariana to other gold or exploration companies and a right of first refusal on any disposition or sale of Mariana's assets or joint venture interests;
  • Mariana and AngloGold will establish a technical advisory committee that will meet at least quarterly to consider the progress of and add technical input in respect of Mariana's various projects in Argentina;
  • If AngloGold's interest in the ordinary shares of Mariana drops below 10%, then the above rights will fall away; and
  • The placement is conditional on the execution of the necessary agreements to implement the subscription, and on South African Reserve Bank approval as well as regulatory approvals for Mariana being received by no later than 18 January 2012.

The Company has agreed to pay a transaction fee of 5% of the funds raised to RFC Corporate Finance Limited, in connection with the private placement.

Commenting today, Mariana's Executive Chairman, John Horsburgh, said, "We view the transaction with AngloGold, one of the world's leading gold producers, as a major endorsement of Las Calandrias Project and its potential to develop into a top tier project with a significant mineral endowment.

This alliance further serves to support our belief in the prospectivity of Mariana's extensive 160,000 hectare land position in Santa Cruz, which includes our second gold-silver discovery at the Sierra Blanca Project. The region contains a number of significant gold-silver mines and projects including AngloGold's Cerro Vanguardia operation.

This transaction is further recognition by AngloGold of our management's extensive knowledge base and experience in Santa Cruz and our exploration team's achievements in such a short time frame. As a result of this arrangement, Mariana will now have access to AngloGold's technical expertise, representing a significant step up in the Company's advancement of its Argentinean assets."

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About Mariana Resources

Mariana Resources Ltd is an AIM and TSX quoted exploration and development company with an extensive portfolio of gold, silver and copper projects in Argentina and Chile. In southern Argentina, in addition to the Las Calandrias gold-silver discovery, the Company has the Sierra Blanca silver-gold prospect (70%); the Los Amigos joint venture (49%) with Hochschild Mining and a 160,000 Ha land package (100%) in the country. All of these projects are located in the Deseado Massif epithermal gold-silver district in mining-friendly Santa Cruz province of southern Argentina, which hosts four mines and several advanced projects. In Chile, Mariana has a joint venture with US based international mining and natural resources company Cliffs Natural Resources Inc., to explore for iron oxide-copper-gold deposits ('IOCG') in a 92,000 km² area ("SCM Mariana Area") in north-central Chile along the highly prospective Atacama Fault Zone. The SCM Mariana Area includes the 44km² Buenaventura and 46km² Perro Chico IOCG projects. Mariana is also evaluating a number of gold-silver and copper-gold opportunities away from the Cliffs JV area, as part of a new initiative.

Safe Harbour

This press release presents "forward-looking statements" within the meaning of Canadian securities legislation that involve inherent risks and uncertainties. Forward-looking statements include, but are not limited to, statements with respect to the future price of gold and other minerals and metals, the estimation of mineral resources, the capital expenditures, costs and timing of the resources, the realization of mineral reserve estimates, the capital expenditures, costs and timing of the development of new deposits, success of exploration activities, permitting time lines, currency exchange rate fluctuations, requirements for additional capital, government regulation of mining operations, environmental risks, unanticipated reclamation expenses, title disputes or claims and limitations on insurance coverage. Generally, these forward-looking statements can be identified by the use of forward looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations 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 subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Mariana to be materially different from those expressed or implied by such forward looking statements, including but not limited to: risks related to international operations, actual results of current exploration activities; actual results of current or future reclamation activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of gold and other minerals and metals; possible variations in ore reserves, grade or recovery rates; failure of equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; and delays in obtaining governmental approvals or financing or in the completion of development or construction activities. Although the management of Mariana believes 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 statements. Accordingly, readers should not place undue reliance on forward-looking statements. Mariana Resources does not undertake to update any forward-looking statements that are incorporated by reference herein, except in accordance with applicable securities laws.

Incorporated in Guernsey registered number 44276.

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.

Contact Information

  • In Australia:
    Mariana Resources Ltd
    John Horsburgh
    +61 2 9437 4588

    Mariana Resources Ltd
    Glen Parsons
    +612 9437 4588

    RFC Corporate Finance Limited (Nomad)
    Rob Adamson
    +61 2 9250 0041

    RFC Corporate Finance Limited (Nomad)
    Will Souter
    +61 2 9250 0050

    In U.K.
    FinnCap (Broker)
    Matthew Robinson
    +44 20 7600 1658

    Fox Davies Capital (Co UK Broker)
    Jonathan Evans
    +44 20 3463 5000

    St Brides Media and Finance Ltd (PR)
    Felicity Edwards
    +44 20 7236 1177

    St Brides Media and Finance Ltd (PR)
    Hugo de Salis
    +44 20 7236 1177

    In Canada:
    Mariana Resources Ltd (Vancouver Office)
    Kathryn Witter
    +1 604 669 9336

    Renmark Financial Communications (PR)
    Arash Shahi
    +1 514 939 3989

    Renmark Financial Communications (PR)
    Philip Robin
    +1 416 644 2020