From a couple of days ago. We should see the company move forward

this summer.

Shoreham signs definitive deal for Mariwa acquisition

2010-04-06 09:14 ET - News Release

SHOREHAM ENTERS INTO DEFINITIVE AGREEMENT FOR OPTIONOF SARDINE HILL GOLD PROSPECT

Shoreham Resources Ltd. has entered into a definitive agreement with Mariwa Mining Company Inc. and its principals, Dr. Grantley Walrond and Odinga Lumumba, dated Jan. 8, 2010, pursuant to which the company has been granted an option to acquire all of the issued and outstanding shares of Mariwa, which company holds a 100-per-cent interest in the 10,427-acre Sardine Hill-Mariwa prospecting licence area in Guyana, as originally reported in Stockwatch on Dec. 30, 2009. Mariwa and its principals have covenanted and agreed with Shoreham that prior to the exercise of the option, Mariwa will not issue any additional shares of or securities convertible or exchangeable into shares of Mariwa.

The property has been subject to systematic evaluation, including but not limited to airborne and ground geophysics, soil and auger sampling, trenching and diamond drilling, and resource modelling by previous junior and major mineral resource companies. The company's exploration team is now preparing to evaluate and synthesize the historical exploration data and is preparing to start systematic fieldwork. The company plans a compilation of all previous work and rapid advancement to systematic drilling during 2010.

Sardine Hill option

Pursuant to the terms of the Sardine Hill agreement, the company has the right to exercise the option at any time during the period of five years from the date upon which the licence in respect of the property was granted by paying to the principals of Mariwa, a total of $1-million (U.S.) and issuing a total of 1.5 million common shares of the company to them over a period of five years as follows.

The Sardine Hill agreement is an option, and while completion of the sequence of payments and share issuances is required to earn the 100-per-cent interest in Mariwa, if the company declines at any stage to meet the scheduled payments the option will be terminated and all rights to Mariwa will be retained by the principals of Mariwa.

The company, as operator of the property under the terms of the Sardine Hill agreement, is required to complete an initial exploration program on the property in compliance with the Guyanese Geology and Mines Commission requirements for the licence. In connection with this exploration program, the company will incur expenditures of not less than $700,000 (U.S.) on the property prior to the first-year anniversary of the licence grant date. The company also agreed to acquire certain historical exploration data in respect of the property for a cash payment of $250,000 (U.S.). The company has also agreed to retain Dr. Walrond as a technical consultant to the company for a term of 18 months from the date of execution of the Sardine Hill agreement.

Pursuant to the terms of the Sardine Hill agreement, the company has also agreed to grant to the principals of Mariwa, a 3-per-cent net smelter returns royalty on the property. The company will have the right to repurchase the NSR royalty for a period of five years from the licence grant date at a rate of $1-million (U.S.) for the first percentage point of the NSR royalty, $2-million (U.S.) for the second percentage point of the NSR royalty and $3-million (U.S.) for the third percentage point of the NSR royalty, provided that if the company fails to repurchase the first and second percentage points of the NSR royalty by the fourth anniversary of the licence grant date, the cost of repurchasing the third and final percentage point will be increased to $3.5-million (U.S.). Shoreham may also extend the date for the repurchase of the NSR royalty by up to three years by the payment of $500,000 (U.S.) for each one-year extension.

In the event that the company files a National Instrument 43-101-compliant technical report on the property which identifies proven and probable mineral reserves containing in total more than one million troy ounces of recoverable gold, the company is required to pay $1-million (U.S.) to the principals of Mariwa within 20 business days of the date on which the company files such a report.

Shoreham has agreed to pay a finder's fee to an arm's-length independent third party whose role was instrumental to this transaction.

Financing of Sardine Hill option

As reported in the initial news in Stockwatch, Shoreham has entered into a letter of intent (the Mulgravian LOI) with Mulgravian Ventures Corp., pursuant to which the company will grant to Mulgravian the option to acquire a 51-per-cent working interest in the property by making total exploration expenditures and property acquisition payments on the property of $3-million (U.S.) over three years and subscribing for, on a private placement basis, 1.25 million units of the company at a purchase price of 40 cents per unit for gross proceeds to the company of $500,000. Each unit consists of one common share of the company and three-quarters of one warrant, with each whole warrant being exercisable to acquire one additional share at a purchase price of 80 cents per share in the first year and $1.60 per share in the second year. Pursuant to the terms of the Mulgravian LOI, in order to maintain the Mulgravian option, Mulgravian must exercise all of the foregoing warrants within certain specified periods as set out below. On Feb. 2, 2010, the company closed the Mulgravian private placement that was accepted by the TSX Venture Exchange on Feb. 9, 2010. The company intends to use the funds generated from the Mulgravian private placement to finance certain of the company's financial obligations under the Sardine Hill agreement, for continuing corporate expenses and to advance its Guyanese gold, diamond and platinum group metals projects.

Pursuant to the terms of the Mulgravian LOI, in order to maintain the Mulgravian option in good standing, prior to the first anniversary of TSX Venture Exchange's approval of the definitive Mulgravian agreement, Mulgravian will be required to exercise 625,000 warrants at an exercise price of 80 cents per warrant for gross proceeds to the company of $500,000, and prior to the second anniversary of exchange approval date, Mulgravian will be required to exercise the remaining 312,500 warrants at an exercise price of $1.60 per warrant for further gross proceeds of $500,000. Shoreham will be the operator of the project until Mulgravian completes the exercise of the Mulgravian option, at which time it is anticipated that the property will be operated pursuant to an operating agreement. The company and Mulgravian are currently negotiating the terms of a definitive agreement that will supersede the Mulgravian LOI.

The Sardine Hill agreement and the Mulgravian LOI and the transactions contemplated thereby remain subject to the approval of the TSX Venture Exchange.

David Bending begin_of_the_skype_highlighting end_of_the_skype_highlighting, MSc, PGeo, president and chief executive officer of Shoreham Resources, is a qualified person as defined in National Instrument 43-101, and is responsible for and has reviewed all technical information contained in this news release. Mr. Bending reports that: "The execution of a definitive agreement and the formal commencement of funding for the Sardine Hill-Mariwa transaction will mark the completion of our land acquisition program. We thank the principals of Mariwa, our partner Mulgravian and the legal team instrumental in completing this work and are enthusiastic about the potential of this prospect."