CHI Chapleau Resources Com Npv

Magellan Minerals Ltd. (TSX VENTURE:MNM) ("Magellan") and Chapleau Resources
Ltd. (TSX VENTURE:CHI) ("Chapleau") announced today they have entered into a
binding letter of intent ("LOI") regarding their intention to merge to form a
combined gold exploration and development company focused on the mineral
potential of northern Brazil. Subject to the satisfaction of certain conditions,
Magellan will acquire all of the issued and outstanding common shares of
Chapleau through a plan of arrangement or other business combination (the
"Business Combination").


Pursuant to the terms of the LOI, Magellan has agreed to offer Chapleau
shareholders 0.267 Magellan shares for each Chapleau common share. All
outstanding Chapleau options and warrants will be exchanged for options and
warrants of Magellan in an amount and at exercise prices adjusted in accordance
with the same exchange ratio.


Highlights

Relevant highlights regarding the Business Combination are as follows:

- Chapleau's key asset is the Coringa project which is located 250km south of
Magellan's Cuiu-Cuiu discovery in northern Brazil, and comprises a series of
gold bearing veins which extend over a combined strike extent of 10km. Drilling
(8,785m) to date along 2km of these structures, has defined high-grade gold
mineralization over strike lengths up to 400m with values up to 65.77g/t Au over
3m. Numerous as yet untested geophysical and geochemical anomalies exist over a
300 km2 area.


- Coringa has excellent road access and is located 21km from the local grid
power. Chapleau is currently engaged in discussions with a number of parties
regarding the completion of a 43-101 compliant resource estimate for Coringa.


- Magellan's key asset is the Cuiu-Cuiu project where an extensive soil sampling
program has identified five major gold-in soil anomalies. Drilling at the
Central anomaly returned values of up to 220m @ 2.02g/t Au during 2008.
Reconnaissance drilling at the nearby Pau de Merenda anomaly, 3km to the NW,
returned values up to 47m @ 1.76g/t Au, and limited drilling at the Jerimum Cima
anomaly returned values up to 39m @ 5.13g/t Au.


- The Business Combination will result in an expanded land position of 840 km2
in the Tapajos Gold Province of Brazil, a region which produced an estimated
30Moz of gold between 1978 and 1995, largely from alluvial sources.


The Business Combination will bring together a management group with
considerable experience and several significant gold and copper discoveries in
South America. The President and CEO of the combined entity will be Alan Carter
who recently guided Magellan to a successful IPO and raised C$11M in the
process. Dennis Moore of Magellan will be VP Exploration. Dennis was responsible
for the initial identification and later discovery of the Tocantinzinho gold
deposit (2.1Moz), currently the largest known gold deposit in the Tapajos
region.


Ian Gendall (currently President of Chapleau) will become COO and is credited
with the discovery of several new porphyry copper-gold deposits in southern
Ecuador. Jim Stypula, currently Chapleau's CEO will become Chairman of the new
entity.


Commenting on the Business Combination, Alan Carter, President and CEO of
Magellan, stated: "Magellan has actively been seeking to acquire gold assets in
northern Brazil that have the potential to develop into significant deposits and
mines. The attraction of Chapleau is the fact that it is close to completing a
resource estimate, and the project has considerable upside potential."


Ian Gendall, President of Chapleau, said: "This Business Combination provides
Chapleau shareholders ongoing exposure to the Coringa project and strengthens
our pipeline of advanced gold projects in the Tapajos region."


Completion of the Business Combination is conditional upon:

1. Chapleau shareholders having approved the Business Combination;

2. completion of legal and financial due diligence by each of the parties;

3. execution of a definitive agreement;

4. receipt of all necessary regulatory approvals, including approval of the TSX
Venture Exchange;


5. the absence of a material adverse change with respect to each party; and

6. certain other customary conditions.

Magellan and Chapleau will be seeking agreements to vote their shares in favour
of the Business Combination from the directors and officers of Magellan and
Chapleau, and significant shareholders of Chapleau. The business combination is
expected to close on or before 15 July 2009.


The LOI includes a commitment by Chapleau not to solicit alternative
transactions. If the Business Combination is completed, Magellan will have
approximately 55.8M common shares issued and outstanding, of which current
Magellan shareholders will own approximately 55% and former Chapleau
shareholders will own approximately 45%.


Pursuant to the terms of the LOI, Magellan has agreed to invest $500,000 as a
private placement in Chapleau at a price of $0.15 per unit. Each unit will be
comprised of one common share of Chapleau and one warrant, with each warrant
entitling Magellan to purchase one additional common share of Chapleau at $0.25
for a period of 18 months. The private placement is subject to acceptance by the
TSX Venture Exchange.


About Magellan

Magellan is a TSX Venture Exchange listed exploration company with a number of
gold exploration properties in the Tapajos Province of northern Brazil.
Magellan's key asset is the Cuiu Cuiu project where recent drilling has
identified a new gold deposit at the Central zone.


About Chapleau

Chapleau is a TSX Venture Exchange listed mineral exploration company with a
principal focus on gold exploration in Brazil. Chapleau's gold projects in
Brazil include Coringa and Mato Velho, totaling 37,128 hectares in the Tapajos
Gold Province.


Cautionary Statements Regarding the Business Combination: Completion of the
transaction is subject to a number of conditions, including regulatory approval,
shareholder approvals, completion of satisfactory due diligence, a definitive
agreement and approval of the British Columbia Supreme Court. There can be no
assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Management Information
Circular to be prepared in connection with the transaction, any information
released or received with respect to the business combination may not be
accurate or complete and should not be relied upon. Trading in the securities of
exploration and development stage resource companies should be considered highly
speculative.


Forward-Looking Statements: Statements in this release that are forward-looking
statements are subject to various risks and uncertainties concerning the
specific factors disclosed under the heading "Risk Factors" and elsewhere in the
corporations' periodic filings with Canadian Securities Regulators. Such
information contained herein represents management's best judgment as of the
date hereof based on information currently available. Statements in this press
release other than purely historical information, including statements relating
to the companies' future plans and objectives or expected results, constitute
forward-looking statements. Forward looking statements are based on numerous
assumptions and are subject to all of the risks and uncertainties inherent in
the companies' business, including risks inherent in mineral exploration and
development. The companies do not assume the obligation to update any
forward-looking statement. In particular, no representation is made in this
release as to the timing of the business combination, whether the business
combination will complete on the terms described herein or at all, the success
or value of the combined companies after the business combination. In addition,
there are numerous risks and other factors that will influence a development
decision, including concluding resource evaluations on mineral properties, mine
design limitations, permitting risks and economic factors, all of which may be
beyond our control.


U.S. Cautionary Statements: We advise US investors that while the terms
"measured resources", "indicated resources" and "inferred resources" are
recognized and required by Canadian regulations, the US Securities and Exchange
Commission does not recognize these terms. US investors are cautioned not to
assume that any part or all of the material in these categories will ever be
converted into reserves.

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