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Mountainstar clarifies Chilean litigation disclosure

2015-07-30 14:12 ET - News Release

Mr. Brent Johnson reports

CLARIFYING NEWS RELEASE -- CHILE LEGAL PROCEEDINGS - TITLE TO PASCUA LAMA PROJECT

As a result of a review by the British Columbia Securities Commission, Mountainstar Gold Inc. is issuing the following press release to clarify its disclosure regarding the continuing litigation in Chile between the company's property optionor, Jorge Rodrigo Lopehandia Cortes, and Barrick Gold Corp., including some of Barrick's Chilean subsidiaries.

Litigation in Chile

Mr. Lopehandia is involved in legal proceedings in the country of Chile relating to the issue of who is the rightful owner of the Chilean portion of the Pascua Lama project. The Pascua Lama project is currently under the control of Barrick and is currently under care and maintenance. Mr. Lopehandia's position is that he is the rightful owner and Barrick's position is that it is the rightful owner.

The initial legal proceedings, which are also the main legal proceedings commenced in March, 2001 (approximately 14 years ago). A hearing in the March, 2001, main legal proceedings was recently held in the Chilean Supreme Court. The parties are awaiting a decision -- see the following regarding the proposed further application to the Chilean Supreme Court by Mr. Lopehandia.

Information as to the March, 2001, main legal proceedings has been provided to Mountainstar by Mr. Lopehandia and his Chilean legal counsel, who has reviewed and approved this clarifying news release. Mountainstar does not have independent legal counsel in Chile, and, as a result, Mountainstar has not had the benefit of a review of the Chilean legal proceedings by an independent lawyer -- see risk factors as follows.

The property option agreement

As background, the company initially entered into a written property option agreement dated May 20, 2011, with Mr. Lopehandia, pursuant to which the company acquired the right to acquire up to a 50-per-cent interest in the Chilean portion of the project, commonly called the Pascua Lama project. The property option agreement by mutual agreement of the parties remains valid and binding upon both parties, despite the existence of mutually acknowledged option payment arrears at this time, which parties agree, to be directly related to and the product of Mountainstar's loss of its stock exchange trading status.

Note carefully that the value of Mountainstar's interests under the property option agreement are directly dependent upon whether Mr. Lopehandia will be successful in the March, 2001, main legal proceedings in Chile. In other words, if Mr. Lopehandia is not successful in the March, 2001, main legal proceedings in Chile, the rights of Mountainstar under the property option agreement will have no value -- see risk factors as follows.

The proposed application to the Chilean Supreme Court to review the two legal proceedings

As stated above, there was a hearing recently held before the Chilean Supreme Court in the March, 2001, main legal proceedings. Also, there was another hearing recently held before the Chilean Supreme Court in a related set of legal proceedings. No decision has been issued by the Chilean Supreme Court in that legal proceeding also.

Mr. Lopehandia advises that he will be applying to the Chilean Supreme Court to have the Chilean Supreme Court delay a decision in each of the above described two legal proceedings and to ask the Chilean Supreme Court to review both legal proceedings at the same time.

Further developments

Mountainstar will continue to disclose developments in the continuing litigation in Chile.

Risk factors

Readers of this news release, and investors in particular, should consider the following risk factors:

  1. Mountainstar has not retained independent legal counsel in Chile.
  2. Accordingly:
    1. Mountainstar has not independently determined the status of the legal proceedings in Chile;
    2. Mountainstar has not independently determined the status of the mining claims in Chile, including the ownership and the rights and encumbrances relating thereto.
  3. The value of Mountainstar's interests under the property option agreement are directly dependent upon whether Mr. Lopehandia will be successful in the March, 2001, main legal proceedings in Chile. There is no guarantee that Mr. Lopehandia will be successful in the March, 2001, main legal proceedings.
  4. If Mr. Lopehandia is not successful in the March, 2001, main legal proceedings in Chile, the rights of Mountainstar under the property option agreement will have no value.
  5. Mountainstar has not retained an independent professional to determine the location of the various mining claims being the subject of the legal proceedings in Chile.
  6. Mountainstar has not retained an independent professional to locate the Pascua Lama deposit located in Chile.
  7. Many of the documents provided by Mr. Lopehandia to Mountainstar are in the Spanish language. None of the directors and officers of Mountainstar speak or read the Spanish language.
  8. Mr. Lopehandia claims to be the rightful owner of Pascua Lama because, amongst other things, he is the registered owner of mining claims of at least 8,600 hectares. But Barrick claims that the Pascua Lama project area is much larger than that. Barrick also claims that there was a relatively small mineral reserve at the time of acquisition. For example, at page 42 of the Barrick annual information form filed in SEDAR on April 6, 1999, Barrick stated the following:
    • "Discovered originally in 1987, the project has been significantly expanded since its acquisition by Barrick. At the time of acquisition, reserves in the Esperanza orebody were 1.8 million ounces. Through extensive exploration in 1995, the company discovered the adjacent Quebrada de Pascua deposit. Exploration efforts since then have significantly increased reserves and mineralization in that deposit. At Dec. 31, 1998, total reserves at Pascua were 14 million ounces of gold and 440 million ounces of silver."
    • So, there is risk that even if Mr. Lopehandia succeeds in his claim to ownership of certain mining claims, those mining claims may not form a significant portion of the Pascua Lama deposit and may be of limited value.
  9. The matters relating to the Pascua Lama mineral deposit and mining claims forming Pascua Lama and the rights and attributes of those mining claims are very complex.
  10. Mountainstar has not retained any independent professionals in Chile to deal with the complex matters.
  11. Mountainstar currently does not have funds to further make payments to Mr. Lopehandia.
  12. Mountainstar currently does not have funds to finance the continuing business of Mountainstar.
  13. Any future equity financing may lead to significant dilution.
  14. Mountainstar may be unable to raise sufficient funds to exercise the options contained in the property option agreement with Mr. Lopehandia.
  15. Mountainstar has advanced a large sum of money (the unaudited amount as of May 31, 2015, is $4,488,534 (U.S.)) to Mr. Lopehandia toward the exercise of an option with Mr. Lopehandia without obtaining any security for those advances and without any restriction as to how those funds are to be used by Mr. Lopehandia. If Mountainstar fails to exercise the option contained in the property option agreement, all payments made by Mountainstar are non-refundable.
  16. Mountainstar currently has a large amount of current liabilities. As of Jan. 31, 2015, those current liabilities totalled $3,421,558. The amount as of April 30, 2015, is expected to be larger and the amount as of the date of this news release is expected to be yet larger.
  17. There is no assurance that Mountainstar can continue to obtain necessary equity or debt financings to meet its obligations and finance its continuing business.
  18. As a very senior mining company, Barrick should have ample resources and personnel in Chile to ensure that Barrick has proper title to its mining properties.
  19. As a very senior mining company, Barrick should be considered to have well informed itself of all litigation risks and yet has not disclosed the litigation of Mr. Lopehandia as being a material risk.
  20. Barrick has claimed in a letter dated March 29, 2011, that the March 2, 2011, news release of Mountainstar was defamatory and threatened legal proceedings. Although Mountainstar is not aware of Barrick commencing any legal proceedings, Barrick may commence such legal proceedings in the future or other legal proceedings claiming that it has been defamed. If Barrick does commence legal proceedings claiming defamation, it may take years to revolve. Any such litigation could be extremely expensive for Mountainstar to defend, and Mountainstar currently has no funds.
  21. Barrick has far greater financial resources than does Mountainstar.

Mountainstar has provided this news release to Mr. Lopehandia and his Chilean legal counsel, who has reviewed and approved the terms of this news release.

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