Mr. Stephen Nano reports

MIRASOL SIGNS A BINDING LETTER AGREEMENT WITH NEWCREST MINING FOR GORBEA GOLD PROJECT JV IN CHILE

Mirasol Resources Ltd. has signed a binding letter agreement with Newcrest International Pty. Ltd., a wholly owned subsidiary of Newcrest Mining Ltd., for a farm-in option on the Gorbea high-sulphidation epithermal (HSE) gold projects in Chile.

Stephen Nano, chief executive officer of Mirasol Resources, commented: "Newcrest is the ideal partner for our Gorbea projects. Subject to drill permitting, Newcrest will this year fund drill testing of two large Mio-Pliocene belt HSE gold-silver projects at Gorbea and, under a separate agreement, at the Altazor project in northern Chile."

The Gorbea agreement comprises a package of projects totalling 26,684 hectares, including the Atlas gold-silver and Titan gold-copper-lead properties, located in the Mio-Pliocene-age mineral belt of northern Chile. Newcrest Mining has the right to acquire, in multiple stages, up to 75 per cent of the Gorbea project by completing a series of exploration and development milestones as well as making staged option payments to Mirasol. Newcrest Mining has committed to spend a minimum of $4-million (U.S.) and to complete a minimum of 3,000 metres of drilling over an initial 18-month period. Newcrest Mining will operate the exploration program at Gorbea.

Newcrest Mining and Mirasol are working collaboratively to advance the drill permitting process at Gorbea and upgrade the exploration camp ahead of the planned Q1 2019 restart of the exploration program, which will initially focus on the Atlas project, including detailed remapping, alteration vectoring studies, 60 line kilometres of CSAMT (controlled-source audio magnetotelluric) geophysics and diamond core drilling.

Terms of the agreement

Option phase:

• $100,000 (U.S.) cash payment upon signing the agreement;
• Newcrest Mining's minimum commitment of spending $4-million (U.S.) and drilling a minimum of 3,000 metres in the first 18 months of the exploration program;
• Newcrest Mining to operate the project and receive a 5-per-cent management fee;
• At the end of the option phase, Newcrest Mining will have the right to exercise the farm-in phase of the agreement.

Farm-in phase:

• Stage 1 -- Newcrest Mining will make a cash payment to Mirasol of $500,000 (U.S.) and have the right to earn 51 per cent of the project over a 4.5-year period (total of six years) by spending an additional $15-million (U.S.) (total of $19-million (U.S.)), which includes a minimum drilling commitment of 6,000 metres to be completed within the first two years.
• Stage 2 -- If Newcrest Mining elects to proceed to stage 2 of the farm-in, it will make a cash payment to Mirasol of $650,000 (U.S.) and have the right to earn 65 per cent of the project over an additional one-year period (total of seven years) by financing the delivery of a positive preliminary economic assessment, in accordance with National Instrument 43-101, on a resource of no less than one million ounces of gold at a cut-off grade of 0.3 gram per tonne.
• Stage 3 -- If Newcrest Mining elects to proceed to stage 3 of the farm-in, it will have the right to earn 75 per cent of the project over an additional two-year period (total of nine years) by financing the lesser of either additional expenditures of $100-million (U.S.) or the delivery of a positive bankable feasibility study, in accordance with NI 43-101.
• Stage 4 -- After completion of stage 3, Mirasol can elect to: (i) contribute its proportionate 25-per-cent share of further development expenditures; (ii) exercise a one-time equity conversion option to convert up to 10 per cent of its equity into a net smelter return royalty at a rate of 2.5 per cent of equity per 0.5-per-cent NSR royalty (maximum 2-per-cent NSR royalty) and then contribute financing to advance the company's remaining project equity interest; or (iii) dilute. The rate of royalty dilution (up to 2 per cent and triggered upon dilution of its interest to 10 per cent) will be adjusted based on the percentage royalty acquired as part of the equity conversion option. Newcrest Mining will hold a 0.5-per-cent NSR buyback right at fair market value, exercisable on the conversion royalty or the dilution royalty.

After meeting the minimum commitment in the option phase, Newcrest Mining may terminate the agreement at any time and without liability. In the event that Newcrest Mining should complete stage 1, but elect not to proceed to stage 2, Newcrest Mining's 51-per-cent interest shall be adjusted to a 49-per-cent interest. If Newcrest Mining completes stage 2, but elects not to proceed to stage 3, the 65-per-cent interest shall be adjusted to 60 per cent, and the parties may agree to halt further exploration or continue and contribute in proportion to their interests or be diluted.

The agreement also contains other customary terms, including extension rights to increase the duration of each stage in return for cash payments to Mirasol as well as pre-emptive rights provisions, should either party elect to sell its interest in the project.

The Gorbea project

The Gorbea project comprises a package of projects totalling 26,684 hectares, including the Atlas gold-silver and Titan gold-copper-lead projects, located in the Mio-Pliocene-age mineral belt of northern Chile. Mirasol has completed and reported (news release dated Jan. 7, 2018) the results of an integrated analysis of the extensive Atlas database generated from exploration expenditures in excess of $8-million (U.S.) completed under a prior joint venture agreement. The previous exploration identified a significant body of HSE gold mineralization at the Atlas project, which returned a drill intercept of 114 metres grading 1.07 grams per tonne gold, including 36 metres grading 2.49 grams per tonne gold (see news release dated Sept. 11, 2017). However, the scale of the Atlas gold-silver system, combined with the relatively modest amount of exploration drilling to date (10,499 metres in 26 holes) and the range of priority targets identified, highlights the project as a large, underexplored HSE system, requiring further drill testing for potential large-tonnage, bulk-minable gold-silver mineralization.

Mr. Nano has approved the technical content of this news release. Mr. Nano is a chartered professional geologist and fellow of the Australasian Institute of Mining and Metallurgy (CP and FAusIMM). He is a qualified person under NI 43-101.

Under the terms of the pervious Gorbea joint venture (terminated in April, 2018), all exploration was managed by the then joint venture partner. Exploration on the projects prior to the joint venture was managed by Mr. Nano. Exploration data generated from the previous Gorbea joint venture program were reviewed and validated by Mirasol Resources prior to release. The technical interpretations presented here are those of Mirasol Resources.

Mirasol Resources applies industry standard exploration sampling methodologies and techniques. All geochemical rock and drill samples are collected under the supervision of the company's geologists in accordance with industry practice. Geochemical assays are obtained and reported under a quality assurance and quality control program. Samples are dispatched to an ISO 9001:2008-accredited laboratory in Chile for analysis. Assay results from surface rock, channel, trench and drill core samples may be higher, lower or similar to results obtained from surface samples due to surficial oxidation and enrichment processes, or due to natural geological grade variations in the primary mineralization.

About Mirasol Resources Ltd.

Mirasol is a premier project generation company that is focused on the discovery and development of profitable precious metal and copper deposits, operating through a hybrid joint venture and self-financed drilling business model. Mirasol is in a strong financial position and has a significant portfolio of exploration projects located within the Tertiary-age mineral belts of Chile and the Jurassic-age gold-plus-silver district of Santa Cruz province, Argentina.

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