Martina Minerals Corp.

June 14, 2012 11:12 ET

Martina Minerals Corp.: Acquisition of Up to a 68% Interest in Privately Held Exploration Land in North Eastern Mindanao, Philippines

TORONTO, ONTARIO--(Marketwire - June 14, 2012) - Martina Minerals (TSX VENTURE:MTN) following on from its announcement on 30th April 2012, of the Letter of Intent with BlueCreek Mining ("BlueCreek"), the Board of Martina Minerals ("Martina") is pleased to announce that it has signed a Memorandum of Understanding with Consolidated Ores Philippines Inc. ("COPI"), a Filipino company presently 100% owned by the Adviento Group, to acquire an initial 40% interest in its property known as Umalag.

COPI holds a granted Mineral Production Sharing Agreement ("MPSA") for Umalag, which is located in the Municipality of San Miguel, Province of Surigao del Sur, in the Diwata Range, in North East Mindanao, Philippines.

The investment is made jointly with BlueCreek in order to comply with the law of the Philippines.

The investment by Martina will be completed by way of acquiring 40% of the total capital stock in COPI for some US$500,000. Martina will make a payment to the Adviento Group of US$150,000, issue one million common shares of Martina and one million five-year Warrants exercisable at 10 cents and the re-imbursement of reasonable transactional expenses As the exploration programme is undertaken, Martina may advance up to US$ 7 million as a loan prior to dilution by either BlueCreek or COPI.

Once the US$ Seven Million ("US$7m") has been expended the Adviento Group will have the following options: to contribute its share of the approved exploration and development costs, Pro-Rata Dilution or Dispose and Transfer shares to BCM/MTN as follows: Upon completion of a National Instrument 43-101 ("NI 43-101") compliant report defining 1,000,000 ounces of gold or gold equivalent in the all "Mineral Resource" categories in the Umalag Area, Adviento Group shall receive 1,000,000 common shares of MTN; Upon completion of an NI 43-101 compliant report defining at least 1,000,000 ounces of gold or gold equivalent in all "Mineral Reserve" categories in the Umalag area, Adviento Group shall receive an additional 100,000 MTN shares. Upon MTN completing a "Definitive Feasibility Study" in the international context, or in the Philippine context, a "Declaration of Mining Project Feasibility", the Adviento Group shall receive an additional 100,000 MTN shares. A performance bonus of 100,000 MTN shares for every 250,000 ounces of gold or gold equivalent above 2,500,000 million ounces of gold or gold equivalent will be issued to the Adviento Group. Payment will be effective upon completion of the NI 43-101 compliant report to this effect. The metal price basis of the gold equivalent to be used in the economic analysis is to be the consensus long-term prices prevailing at the point of conversion from reputable industry sources.

In the event that Martina terminates the exploration programme at Umalag, the Adviento Group retains a 30 day option to buy back the shares of COPI held by Martina and BlueCreek at the subscription price.

Commenting on the latest stage of the transaction, Willie McLucas, President and CEO of Martina Minerals said "We look forward to a long working relationship with the Adviento Group and, I believe that with the Umalag Project, we now have a very attractive portfolio of exploration assets within a well-known mineralised trend of the Philippine Fault System along the extensive Diwata Range."

To view "Location map," please visit the following link:

The transaction is subject to due diligence and regulatory approval.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction.


Willie McLucas, President and CEO, Martina Minerals Corp.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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