News

June 30, 2015

Para Resources Inc. announces Agreement in respect of the acquisition of the Ojos Negros Gold Property

Para Resources Inc. announces Agreement in respect of the acquisition of the Ojos Negros Gold Property

Vancouver, British Columbia – June 30, 2015.  Para Resources Inc. (the “Company” or “Para”) (TSXV – “PBR”) announces that it has executed a binding letter of intent dated April 25, 2015 and effective immediately (the “LOI”) with Navial Mineria, S.A. de C.V. and several affiliated parties (collectively “Navial”) under which it has agreed, subject to certain conditions including TSX Venture Exchange (“Exchange”) approval, completing final due diligence and entering into a definitive agreement, to acquire the option (the “Option”) to earn an up to a 75% interest in and to the Ensenada IV mineral concession (#233475) known as the Ojos Negros Gold Property (the “Property”) in Baja California, Mexico.

The historic Ojos Negros and the nearby El Alamos gold mining districts of Baja California were first mined in the 1870s. Both areas contain gold-quartz veins in metamorphic bedrock classified as Orogenic Lode Gold type of deposits. The Property comprises a total of 96,012 ha that straddles the trend between the two districts.

To facilitate the exercise of the Option, Navial, being the current owners of the Property, will transfer 100% legal and beneficial ownership of the Property to a private Mexican subsidiary of Para, which has yet to be incorporated (“NewCo”), as more particularly described below.

The Option will be exercised in the following stages. All dollar amounts herein are in United States Dollars (USD$) unless otherwise indicated:

  1. a. Para fund a total of $225,000 in preliminary exploration expenditures on the Property (the “Initial Expenditures”).
  2. b. Within 60 days of completion of the Initial Expenditures, Para shall give Navial notice of its intention to either proceed with or abandon the Option (the “First Notice”).
    1. i. In the event Para abandons the Option in the First Notice, and within 5 years Navial advance the Project the production, Para shall be reimbursed for the Initial Expenditures by promissory note in the full amount of the Initial Expenditures, to accrue interest at a rate of 7% per annum (the “Note”). Interest payable under the Note shall accrue from the date of the First Notice, and the Note will have a term of three years from the date of issuance.
    2. ii. In the event Para elects to proceed with the Option in the First Notice:
      1. i. Para shall pay all outstanding taxes owing in respect of the Property (the “Outstanding Taxes”) to the Mexican Department of Mines (which are expected to be approximately $1,302,000), which will allow for the transfer 100% legal and beneficial ownership of the Property from Navial to NewCo (the “Transfer”); and
      2.  ii. Contemporaneously with the Transfer, Para shall issue 50% of the then-issued and outstanding shares of NewCo to Navial, such that NewCo is the 100% legal and beneficial owner of the Property, and each of Para and Navial are 50% owners of NewCo.
  3. c. Following the Transfer, Para will have the option to acquire an additional 25% interest in the Property, by acquiring an additional 25% of NewCo, for a total 75% interest, by funding additional exploration expenditures on the Property in accordance with the following formula:

$3,000,000 – $225,000 – total amount of Outstanding Taxes paid by Para

Following full exercise of the Option, Para and Navial shall fund further exploration on the Property in accordance with their pro-rata ownership of NewCo. In the event either of Para or Navial determines not to contribute to its pro-rata share of any proposed expenditures, then the other may elect to do so, and the party electing not to contribute shall have its percentage ownership of NewCo diluted on a straight-line basis. The definitive agreement in respect of the Option (the “Definitive Agreement”) will contain an anti-dilution provision granting each of Para and Navial the right to participate pro rata in any equity financing of NewCo in accordance with its then-current percentage ownership of NewCo, such that each shall have the right to maintain its percentage ownership of NewCo.

Upon receipt of final Exchange approval of the Definitive Agreement, Para will issue to Navial 1,296,591 non-transferable share purchase warrants (the “Warrants”), each of which will entitle Navial to purchase one common share of Para at an exercise price of CAD $2.00 per share for a period of 3 years from the date of issuance. The Warrants shall only be exercisable by Navial in the event that a Technical Report, which complies with National Instrument 43-101 Standards of Disclosure for Mineral Projects and has been accepted by the Exchange, certifies a total Measured and Indicated resource on the Property of a minimum of two million ounces of gold, including any gold recovered from the Property on or after the date of the LOI.

The Property is and will be subject to a 3% royalty in favour of Navial on the net value of the sale of minerals produced from the Property, and a 3% royalty in favour of Cambria Geosciences S.A. de C.V. (“Cambria”) on the value of the mining product at the mine gate of the Property. The Cambria royalty can be reduced from 3% to 2% in consideration of a onetime payment to Cambria of $250,000 within six months of commercial production on the Property.

ABOUT THE DISCOVERY

In November 2014, Navial discovered a strong and aerially extensive gold geochemical anomaly in surficial materials that spans about 1200 ha within the Property. The Company has agreed under the Option with Navial to conduct a prompt follow up of this exceptional discovery with a two-phase evaluation program on the surficial materials and, concurrently, exploration of the underlying metamorphic bedrock.

The Ojos Negros discovery is comprised of numerous showings of visible native gold in pan and gravity concentrates over a 6 km long by 2 km zone. Native gold is found as residual accumulations over deeply weathered bedrock and as presumed downslope dispersions of eluvial material.

About 50% of the sample gravity concentrates on the Property contain some visible gold, with counts that range from 1 to over 70 grains concentrated from 3 to 10 kg field samples. Normalized for a constant one tonne of -8 mesh screened sample, the gold grain counts represent up to almost 16,000 grains per tonne. The observed gold grains range in size from 0.2 to 7 mm across. No actual gold grade is implied by these exceptional counts. Accordingly, a quantitative verification of the results is recommended as part of the next program of sampling.

The recovered gold grains are delicate and irregularly-shaped. Some contain adhering minerals such as garnet and quartz similar to those in the nearby metamorphic bedrock. Therefore the bedrock source of the gold is interpreted as very local, perhaps directly beneath the current anomalous sample sites, within muscovite-garnet-quartz schist. A similarity of gold grains and their associated heavy minerals across the 6 km length of the target area implies that the gold anomalies sourced in a common mineralization trend.

The geological interpretation is preliminary at this stage of discovery but the underlying metamorphic rock and tectonic setting indicate similarities to Orogenic Gold deposits elsewhere along the Jurassic –Cretaceous accreted terrain of California and Baja California, including the prolific Mother Lode District of California.

PLANNED WORK PROGRAM

The Company plans to execute the evaluation of this exceptional gold discovery in stages, each success-contingent. The Ojos Negros discovery is clearly suitable for an initial focus on defining a gold deposit within the surficial materials. Concurrently, the Company is planning to seek the likely bedrock source of the eluvial gold.

Surficial Gold Evaluation

The Company plans to firstly evaluate the economic potential of small- to moderate-scale surficial gold mining with a short two-phase Verification and Mineral Resource Estimation program.

Bedrock Gold Exploration

Simultaneous with the two-phase evaluation of the surficial gold deposits, the Company is planning to evaluate the bedrock gold potential of the Ojos Negros area by firstly by sampling and mapping all new rock exposures created during scraping and removal of the surficial materials, and later, conducting conventional trenching, sampling and diamond drilling to follow-up on any bedrock gold discoveries made.

BACKGROUND

Bedrock in the Ojos Negros discovery area is characterized by the metamorphic equivalents of the Cretaceous Alisitos Formation that are now muscovite-quartz-garnet schist, graphitic schist, quartzite, greenstone and some gneiss. The bedrock is covered by a blanket of eluvium and colluvium. Desert climate has permitted only a widely-spaced network of small streams and sparse alluvium.

Gold on the Property was detected by a Heavy Mineral Survey conducted by Navial. Colluvium, and less commonly soils and alluvium, were sampled in the field to prepare sieved fraction that passes an 8 mesh screen (less than 2.4 mm size fraction). A gravity concentrate of each sample was prepared and inspected under a 30x binocular microscope. All visible gold grains were picked, counted and separately bagged. Using the original sample weight, the gold grain counts were normalized to a standard 1 tonne of sample and results interpreted.

Mr. Paul J. McGuigan, P. Geo., qualified person under National Instrument 43-101, has reviewed and approved the scientific and technical information in this press release.

About Para Resources:

The Company is a publicly-listed company on the Exchange with a focus on gold properties located in South and Central America. It owns 100% of a gold and copper bearing property near the town of Tucumã in Para State in Brazil. Tucumã is located within a prospective area for gold and copper deposits, and the Company is looking to add additional prospective or advanced stage properties to leverage its experienced and qualified geological team already on the ground.

Mr. Hampson, CEO of the Company, states:

“The Ojos Negros property offers Para an opportunity to twin a staged, success-contingent policy for exploration and short-term, gravity-process production from surface material with a longer time-line and significantly larger opportunity of discovery of a bedrock-hosted deposit. With exploration and development success, the cash flow from initial gravity operations might fund the Company’s work on the bedrock gold targets. This is consistent with our strategy in Brazil and other potential future locations.”

ON BEHALF OF THE BOARD OF DIRECTORS

“C. Geoffrey Hampson”

C. Geoffrey Hampson, Chief Executive Officer and Director

For further information, please contact Andrea Laird: Telephone: 604-398-3227

NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICE PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

All statements, analysis and other information contained in this press release about anticipated future events or results constitute forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “expect” and “intend” and statements that an event or result “may”, “will”, “should”, “could” or “might” occur or be achieved and other similar expressions. Forward-looking statements are subject to business and economic risks and uncertainties and other factors that could cause actual results of operations to differ materially from those contained in the forward-looking statements. Forward-looking statements are based on estimates and opinions of management at the date the statements are made. The Company does not undertake any obligation to update forward-looking statements even if circumstances or management’s estimates or opinions should change except as required by applicable laws. Investors should not place undue reliance on forward-looking statements.