Mr. Tim Heenan reports
MIRASOL SIGNS DEFINITIVE AGREEMENT FOR THE SALE OF THE VIRGINIA SILVER PROJECT AND LANDHOLDINGS IN ARGENTINA FOR US$8 MILLION PLUS 2% NSR ROYALTY
Mirasol Resources Ltd. has signed a definitive agreement with Ampere Metals Pty. Ltd. for the sale of the mineral rights and landholdings within Mirasol's Virginia silver project, located in the Santa Cruz province, Argentina, further to the memorandum of understanding previously signed (see news release dated June 16, 2025).
"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," stated Tim Heenan, Mirasol's president. "The sale represents the first major achievement of our ongoing business development initiative and demonstrates the potential of our highly prospective yet undervalued portfolio of projects."
Discovered by Mirasol in 2009, Virginia hosts a high-grade, intermediate-sulphidation, epithermal-style mineralization in a series of prominent outcropping vein breccias. An updated resource estimate is contained within a series of nine outcropping veins hosting high-grade silver mineralization, constrained within conceptual pits, with an indicated mineral resource of 11.7 million ounces of silver at 357 grams per tonne silver and a further inferred mineral resource of 7.9 million ounces of silver at 184 grams per tonne silver (see news release dated Nov. 9, 2023).
Terms of the Virginia definitive agreement
Under the terms of the definitive agreement, Mirasol has granted Ampere Metals an initial option to acquire 51 per cent of the Virginia project for total consideration of $4-million (U.S.), and a further option to acquire the remaining 49 per cent for total consideration of $4-million (U.S.). Mirasol will retain a 2-per-cent net smelter return (NSR) royalty.
First option ($4-million (U.S.) over 3.5 years):
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$50,000 (U.S.) on signing the MOU (memorandum of understanding);
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$300,000 (U.S.) on signing definitive agreement;
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$900,000 (U.S.) on the earlier of: (i) five months after signing definitive agreement; and (ii) listing of Ampere Metals common shares on a recognized stock exchange;
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$600,000 (U.S.) one year after signing definitive agreement;
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$450,000 (U.S.) two years after signing definitive agreement;
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$450,000 (U.S.) 2.5 years after signing definitive agreement;
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$625,000 (U.S.) three years after signing definitive agreement;
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$625,000 (U.S.) 3.5 years after signing definitive agreement.
Second option ($4-million (U.S.) over 3.5 years):
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$1-million (U.S.) 4.5 years after signing definitive agreement;
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$1-million (U.S.) 5.5 years after signing definitive agreement;
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$1-million (U.S.) 6.5 years after signing definitive agreement;
- $1-million (U.S.) seven years after signing definitive agreement;
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Mirasol retains 2.0-per-cent NSR royalty.
Upon exercise of the second option, Ampere Metals will have earned 100-per-cent interest in Virginia and Mirasol will retain a 2-per-cent NSR royalty. Mirasol will have the right to either sell the 2.0-per-cent NSR royalty to Ampere Metals for $2-million (U.S.), which Ampere Metals is obligated to purchase. Alternatively, if Mirasol elects to retain the 2.0-per-cent NSR royalty, Ampere Metals will have the right, but not the obligation, to purchase 1a .5-per-cent NSR royalty for $3-million (U.S.) or the entire 2.0-per-cent NSR royalty for $4-million (U.S.).
If Ampere exercises the first option for 51 per cent but fails to make all payments to exercise the second option, it shall be required to transfer its 51-per-cent interest to Mirasol in exchange for a 1-per-cent NSR royalty. Mirasol will have the right, but not the obligation, to purchase the 1-per-cent NSR royalty for $2.5-million (U.S.) for a period of two years following commencement of commercial production.
About Mirasol Resources Ltd.
Mirasol is a well-financed exploration company with over 20 years of operating, permitting and community relations experience in the mineral-rich regions of Argentina and Chile. Mirasol is currently self-financing exploration at the flagship Sobek copper-gold project, located in the Vicuna copper-gold-silver district of northeastern Chile, and continues to advance a strong pipeline of highly prospective early- and mid-stage projects.
We seek Safe Harbor.
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