Mithril Resources Limited (ASX: MTH) (Mithril Resources or the Company) is pleased to announce that it has entered into a non-binding term sheet with Newrange Gold Corp. (TSXV: NRG) (Newrange Gold) which details a proposed business combination of the two companies, whereby it is proposed that Newrange Gold will acquire 100% of the issued capital in Mithril Resources via a friendly merger (Proposed Merger).
Mithril Resources understands that the Proposed Merger, if it proceeds, will be classified as a reverse takeover under the rules of the TSX Venture Exchange (TSXV).
The Company believes shareholders will benefit from holding listed securities on the TSXV, offering improved trading liquidity and direct access to the Canadian capital markets through the Proposed Merger
Mithril CEO and Managing Director, John Skeet, commented: 'This is an exciting development for the growth of Mithril's principal asset with additional upside from Newrange Gold's highly regarded management and its Red Lake district properties. The proposed merger will result in a new Americas and precious metals focused exploration and development company with a considerably experienced management team, enhanced market presence, a solid resource foundation, and significant growth potential. Mithril's 70km2 district-scale gold-silver property has demonstrated its excellent potential for resource expansion at the first of several target areas in the district plus prospectivity for additional discoveries. Newrange Gold's existing North Birch and past-producing Argosy Gold Mine properties in the prolific Red Lake District of Ontario, Canada provide geographic diversity plus further discovery and resource development potential.
At the present time, Mithril Resources and Newrange Gold are undertaking due diligence on each other's assets and negotiating the terms of the Proposed Merger. The parties intend for the Proposed Merger to proceed by way of a scheme of arrangement between Mithril Resources and its shareholders (Share Scheme) and a separate concurrent scheme of arrangement between Mithril Resources and the holders of the unlisted options (Option Scheme) (together, the Scheme). The Scheme will be subject to the approval of the relevant participants in each Scheme and the Courts in accordance with the requirements of Part 5.1 of the Corporations Act 2001 (Cth), as well as the satisfaction of various other conditions which are considered standard for transactions of this nature. The Proposed Transaction will also be subject to the approval of Newrange shareholders and the TSX Venture Exchange.
Board composition on completion of the Scheme: If the Proposed Transaction proceeds to completion, it is anticipated that Mr. John Skeet, Mr. Stephen Layton and Mr. Garry Thomas, (all current Directors of Mithril Resources) will become Principals of Newrange Gold. In addition to the appointments of Mr. John Skeet, Mr. Stephen Layton and Mr. Garry Thomas as Principles of Newrange Gold, it is contemplated that: Mr. Skeet will assume the role of President & CEO of Newrange Gold; Mr. Robert Archer will become Executive Chair of Newrange Gold; the existing directors, Ron Schmitz and Colin Jones, will stay on the board of Newrange Gold and David Cross will remain as CFO and Company Secretary of Newrange Gold
About Newrange Gold
Newrange Gold Corp. is an exploration company listed on the TSXV, with a focus on district-scale exploration for precious metals in the prolific Red Lake District of north-western Ontario. The past-producing high-grade Argosy Gold Mine is open to depth, while the adjacent North Birch Project offers additional potential
The 100% owned North Birch Gold Project comprises approximately 3,850 hectares and lies in the north-western corner of the Birch-Uchi Greenstone Belt in the Red Lake Mining Division of north-western Ontario, roughly 110 kilometres northeast of the town of Red Lake. It is presently accessible by air only, but road access is improving as logging roads and an all-weather road to the Springpole Gold Project, 12 kilometres to the southeast, are pushing farther north. In the summer, float planes are available from Red Lake, Sioux Lookout and Ear Falls. In the winter, fixed wing aircraft equipped with skis for landing on the frozen lakes are available in Red Lake and Sioux Lookout. Helicopters are also available year-round from Red Lake and Kenora.
The Birch-Uchi Belt is considered to have similar geology to the Red Lake Belt but has seen less exploration and is about three times larger. The North Birch Project covers a geological setting identified from airborne magnetic surveys (Ontario Geological Survey and AurCrest Gold) and interpreted as being a favourable environment for gold mineralisation. Specifically, the Property covers an intensely folded and sheared iron formation that is similar in appearance to the one hosting Newmont Goldcorp's Musselwhite Mine (past production, reserves and resources exceed 8 million ounces Au), some 190 kilometres to the northeast. In addition, the stratigraphy underlying the bulk of both properties is interpreted as Cycle I volcanics, which are thought by some workers to be equivalent to the Balmer Assemblage, host of the prolific Campbell/Red Lake gold orebody (more than 20 million ounces gold in past production and reserves) in the adjacent Red Lake Greenstone Belt. Minimal previous exploration has been conducted on the North Birch Property, largely because it lies at the limits of government mapping. However, the pastproducing Argosy Gold Mine is only about four kilometres from the southeast boundary of the property and the Richardson Lake deposit lies just 2.5 kilometres north of Argosy. Gold mineralisation at Argosy is hosted by what appears to be a set of extensional veins related to a north-south structure. Veining in iron formation at Richardson Lake is of a similar style, while gold-bearing pyritic quartz veins in iron formation have been reported elsewhere in the vicinity of the Property.
The 100% owned Argosy Gold Mine is situated in the northern part of the Birch-Uchi Greenstone Belt of the Superior Province of the Precambrian Shield. The Birch-Uchi Belt lies between the prolific Red Lake and Pickle Lake Greenstone Belts and contains similar geology. Located 110 kilometres east-northeast of Red Lake, the property hosts the most significant past-producing gold mine in the Birch-Uchi Belt. It also lies just 10 kilometres northwest of the Springpole Deposit being advanced by First Mining Gold Corp. (4.7 million ounces Au in Indicated resources). Newrange owns a 100% interest in the Argosy Gold Mine Property, subject to a 2.5% NSR. The property consists of 43 patented claims and 17 Mining Licences of Occupation comprising 604 hectares. The Argosy (formerly Jason) Gold Mine was mined between 1931 and 1952 and produced 101,875 ounces of gold and minor amounts of silver from 276,573 tons of ore at an average grade of 0.37 ounces per ton (12.7 g/t) Au. The mine was only developed to a depth of 900 feet (270 metres), however, and although developed ore reserves had been exhausted at the time the mine closed, it is known that high-grade gold mineralization extends below the old workings. The property lay dormant until 1974 and has been only intermittently explored since. Diamond drilling in October 2002 by a previous operator confirmed the extension of the gold mineralization below the old workings. The property is underlain by a drag-folded sequence of mafic and intermediate volcanics, greywacke and iron formation. Carbonate and sericite alteration occur over an area of about 3km x 3km. Quartz veins mineralized with sulphides and gold occur in north-south trending fractures dipping westward between 30 and 85 degrees. There is exceptional exploration potential on the property and Newrange will be completing a 3D model from previous data in order to mount an exploration program to further demonstrate the continuity of gold mineralisation to depth. Further information regarding Newrange Gold, including the background of the company's current Board and Management, can be found on its website at www.newrangegold.com.
ABOUT THE COPALQUIN GOLD SILVER PROJECT
The Copalquin mining district is located in Durango State, Mexico and covers an entire mining district of 70km2 containing several dozen historic gold and silver mines and workings, ten of which had notable production. The district is within the Sierra Madre Gold Silver Trend which extends north-south along the western side of Mexico and hosts many world-class gold and silver deposits. Multiple mineralisation events, young intrusives thought to be system-driving heat sources, widespread alteration together with extensive surface vein exposures and dozens of historic mine workings, identify the Copalquin mining district as a major epithermal centre for Gold and Silver. Within 15 months of drilling in the Copalquin District, Mithril delivered a maiden JORC mineral resource estimate demonstrating the high-grade gold and silver resource potential for the district.
Contact:
John Skeet
Tel: +61 435 766 809
Email: jskeet@mithrilresources.com.au
Competent Persons Statement
The information in this announcement that relates to metallurgical test results, mineral processing and project development and study work, as well as the historic data that relates to the Newrange Gold Inc. Red Lake District properties in this announcement, has been compiled by Mr John Skeet who is Mithril's CEO and Managing Director. Mr Skeet is a Fellow of the Australasian Institute of Mining and Metallurgy. This is a Recognised Professional Organisation (RPO) under the Joint Ore Reserves Committee (JORC) Code. Mr Skeet has sufficient experience of relevance to the styles of mineralisation and the types of deposits under consideration, and to the activities undertaken, to qualify as a Competent Person as defined in the 2012 Edition of the Joint Ore Reserves Committee (JORC) Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Skeet consents to the inclusion in this report of the matters based on information in the form and context in which it appears. The Australian Securities Exchange has not reviewed and does not accept responsibility for the accuracy or adequacy of this release. The information in this announcement that relates to sampling techniques and data, exploration results and geological interpretation for Mithril's Mexican project, has been compiled by Mr Hall Stewart who is Mithril's Chief Geologist. Mr Stewart is a certified professional geologist of the American Institute of Professional Geologists. This is a Recognised Professional Organisation (RPO) under the Joint Ore Reserves Committee (JORC) Code. Mr Stewart has sufficient experience of relevance to the styles of mineralisation and the types of deposits under consideration, and to the activities undertaken, to qualify as a Competent Person as defined in the 2012 Edition of the Joint Ore Reserves Committee (JORC) Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Stewart consents to the inclusion in this report of the matters based on information in the form and context in which it appears. The Australian Securities Exchange has not reviewed and does not accept responsibility for the accuracy or adequacy of this release
MITHRIL RESOURCES LIMITED 
