MELBOURNE, AUSTRALIA--(Marketwire - Sept. 7, 2012) - Mindoro Resources Ltd. (News - Market indicators) (ASX:MDO) (FRANKFURT:OLM) ("Mindoro", the "Company") yesterday posted The Notice of Meeting, Management Information Circular and Proxy pertaining to the Special Shareholders Meeting to be held at 4pm on 9 October 2012 in Calgary, Alberta, Canada. The notice was filed on SEDAR and released to the ASX on 6 September 2012. Key resolutions include the approval by shareholders of the second tranche of the private placement involving TVI Pacific Inc. ("TVI") (see Mindoro release 6 July 2012 for pricing and conditions).
In addition, Mindoro, TVI and TVI Resource Development Phils., Inc. ("TVIRD") have agreed to amend the Heads of Agreement ("HOA") (see Mindoro release 6 July 2012) to reflect:
- the further extension of the closing date for the first tranche of the private placement to on, or before, 21 September, 2012. It is a condition to closing the first tranche of the private placement that the Agata and Pan De Azucar joint venture agreements contemplated in the HOA (as amended) are finalised and executed. Good progress is being made with respect to the negotiation and finalising of these joint venture agreements.
- an amendment to the exclusive right of TVIRD to form a joint venture relating to the Pan De Azucar Project to include the right to form a Direct Shipping Ore ("DSO") Joint Venture ("PDADJV") as well as the contemplated (in the HOA) Pan De Azucar Processing Joint Venture ("PDAPJV"), which effectively reflects the exercise by TVIRD of the option extended to TVIRD in the HOA.
- Under the terms detailed in the HOA (as amended), TVIRD would commit to 100% of the required expenditures (approved by the applicable Management Committee) to enable the operation of a DSO project at Pan de Azucar with the intention of generating early cash flow for the PDADJV. Upon commencement of the DSO operation, TVIRD would earn a 60% interest in the PDADJV, subject to TVIRD having expended a minimum of C$2 million within 12 months of the date of execution and delivery of the definitive option and joint venture agreement for the PDADJV and DSO operations having commenced within 3 years of the date of the execution and delivery of the definitive option and joint venture agreement for the PDADJV.
- With respect to the PDAPJV (Processing), upon TVIRD having made expenditures on the Pan De Azucar Project of US$2 million, with C$1 million having been expended within 12 months and the full US$2 million having been expended within 24 months of the date of execution and delivery of the definitive option and joint venture agreement for the PDAPJV, TVIRD would earn a 51% interest in the PDAPJV. TVIRD will have an option to earn an additional 9% interest in the PDAPJV by spending an additional US$3 million on the project over a maximum of 24 months following the expiration of the initial 24 month period referred to above (which, if exercised, would result in TVIRD increasing its PDAPJV interest to 60%).
As background, on 8 February 2012 Mindoro announced a drill-defined Exploration Target for the Valderama pyritic massive-sulphide deposit, on its 75% interest Pan de Azucar Project, Iloilo Province, Philippines, of 8 million to 12.7 million dry metric tonnes (DMT) in a grade range of 35% to 40% sulphur (70% to 90% pyrite), 0.4% to 0.6% copper and 0.5 g/t to 0.7 g/t gold.
The reader is cautioned that the Valderama massive sulphide mineralization, located on the Pan de Azucar Mineral Production Sharing Agreement ("MPSA"), is currently an Exploration Target only. Detailed drilling will be required to convert the Exploration Target into NI 43-101-compliant resources. There is no guarantee that these resources, if delineated, will be economic or sufficient to support a commercial mining operation. Until a feasibility study has been completed there is no certainty that the Company's projections will be economically viable.
On behalf of the Board of Directors:
Jon Dugdale, President and CEO
About Mindoro Resources
Mindoro is a Tier 1 Issuer trading on the TSX Venture Exchange (MIO), Australian Securities Exchange (MDO) and Frankfurt Stock Exchange (WKN 906167). Mindoro is focused on nickel, gold and copper-gold exploration and development in the Philippines where its 75% interest PFS-stage (Nov 2011) Agata Nickel Project has NI 43-101 Mineral Resources that include Measured and Indicated resource estimates totalling 42.76 million tonnes at 1.01% nickel, for 430,000 tonnes contained nickel, and Inferred resource estimates totalling 2.435 million tonnes at 0.99% nickel (Sep 2011). In addition, the Company has NI 43-101 Mineral Resource estimates on its 100% interest Batangas projects (subject to the Red Mountain Mining Share Sale Agreement, detailed in the Mindoro release 23 July 2012) of Indicated Resources 393,000 ounces (Archangel, Indicated 9,879,000t @ 1.1 g/t Au and Lobo, Indicated 270,000t @ 6.49 g/t Au) and Inferred Resources 108,000 ounces (Archangel, Inferred 3,741,000t @ 0.8 g/t Au and Lobo, Inferred 61,000t @ 5.35 g/t Au); a drill-defined copper-gold-sulphur Exploration Target on its 75% interest Pan de Azucar project, Iloilo, as well as 10 key porphyry copper-gold prospects at varying stages of advancement.
The Company's development and production objectives are intended to provide an indication of management's current expectations and are still conceptual in nature. It is uncertain that sufficient resources will be established and if established that these resources will be converted into economically viable mining reserves. Until a feasibility study has been completed, there is no certainty that these objectives will be met. Mindoro's exploration programs are prepared and/or designed and carried out under the supervision of Tony Climie, P.Geo., who is a qualified person as defined by National Instrument 43-101 and is a competent person as defined by the JORC Code, and who has reviewed and verified the pertinent disclosure of exploration related technical information contained in this news release. The Company's resource estimates were originally prepared in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators ("NI 43-101") and the Canadian Institute of Mining, Metallurgy and Petroleum classification system. NI 43-101 is a rule developed by the Canadian Securities Administrators that governs how Canadian issuers disclose scientific and technical information about mineral projects. All resource information is also expressed in terms of the JORC Code. The information in this news release that relates to Exploration Results or Mineral Resources is based on information compiled by Jon Dugdale, who is a member of The Australasian Institute of Mining and Metallurgy. Jon Dugdale has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves'. Jon Dugdale consents to the inclusion in the report of the matters based on the information in the form and context in which it appears.
This release may contain forward-looking statements including management's assessments of future plans and operations, and expectations of future production. These statements are based on current expectations that involve a number of risks and uncertainties, which could cause actual results to differ materially from those anticipated. These risks include, but are not limited to, the risks associated with the mining and exploration industry (e.g. operational risks in development, exploration and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserve estimates; the uncertainty with respect to results of exploration, the uncertainty of estimates and projections relating to production and the uncertainty of the availability of capital). The assumptions used in the preparation of such statements, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. The Company does not undertake to update forward-looking statements except where required to do so by law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. 
