Mirasol Signs Definitive Agreement for the Sale of the Virginia Silver Project and Landholdings in Argentina for US$8 Million Plus 2% NSR Royalty
Executive Summary
- Mirasol Resources Ltd. signed a definitive agreement to sell up to 100% of its Virginia Silver Project to Ampere Metals Pty. Ltd. for a total cash consideration of US $8.0 million payable over seven years.
- The transaction includes an initial option for Ampere Metals to acquire 51% of the project for US $4 million and a subsequent option for the remaining 49% for another US $4 million, with Mirasol retaining a 2% net smelter royalty (NSR).
- The deal provides immediate funding for Mirasol’s ongoing exploration programs while preserving upside participation through the retained royalty.
Key Details
- Project Description: Virginia Silver Project in Santa Cruz Province, Argentina; indicated resource of 11.7 M oz Ag at 357 g/t and inferred resource of 7.9 M oz Ag at 184 g/t (as disclosed Nov 9 2023).
- First Option – 51% Acquisition (US $4 M over 3.5 years):
- US $50,000 on signing the MOU
- US $300,000 on signing the Definitive Agreement
- US $900,000 on the earlier of (i) five months after signing or (ii) listing Ampere Metals shares on a recognized exchange
- US $600,000 one year after signing
- US $450,000 two years after signing
- US $450,000 two‑and‑a‑half years after signing
- US $625,000 three years after signing
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US $625,000 three‑and‑a‑half years after signing
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Second Option – Remaining 49% (US $4 M over 3.5 years):
- US $1 M four‑and‑½ years after signing
- US $1 M five‑and‑½ years after signing
- US $1 M six‑and‑½ years after signing
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US $1 M seven years after signing
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Royalty Structure:
- Mirasol retains a 2.0% NSR royalty on the entire project.
- Upon exercise of the second option, Ampere Metals may purchase the 2.0% NSR for US $2 M (mandatory) or optionally acquire 1.5% NSR for US $3 M or the full 2.0% NSR for US $4 M.
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If Ampere exercises only the first option and fails to meet payments for the second, it must transfer its 51% interest back to Mirasol in exchange for a 1% NSR; Mirasol may purchase this 1% NSR for US $2.5 M within two years of commercial production start.
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Strategic Rationale (CEO Quote): “The sale adds significant funds to our ongoing exploration projects while the remaining royalty ensures that Mirasol shareholders will continue to benefit from the project’s success as the resource expands.” – Tim Heenan, President & CEO, Mirasol Resources.
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Financial Impact: Immediate cash inflow of US $350,000 (signing payments) with total committed proceeds of US $8 M providing liquidity for exploration and corporate development.
Notable Quotes
“The sale of our Virginia Silver Project adds significant funds to our ongoing exploration projects while the remaining royalty ensures that Mirasol shareholders will continue to benefit from the project’s success as the Resource at Virginia continues to expand.” – Tim Heenan, President & CEO, Mirasol Resources Ltd.