8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 17 , 2007

PIEDMONT MINING COMPANY, INC.

(Exact name of registrant as specified in its charter)

North Carolina (State or other jurisdiction of incorporation) 333-135376 (Commission File No.) 56-1378516 (IRS Employer Identification No.)

18124 Wedge Parkway, Suite 214

Reno, NV 89511

(Address and telephone number of principal executive offices) (Zip Code)

(212)734-9848

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 4a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

SECTION 1 – BUSINESS AND OPERATIONS

Item 1.01 Entry into a Material Definitive Agreement

Effective April 17, 2007 (the “Effective Date”) Piedmont Mining Company, Inc., a North Carolina corporation (the “Company”) and Miranda Gold U.S.A., a Nevada corporation and wholly-owned subsidiary of Miranda Gold Corp., a British Columbia, Canada corporation (“Miranda”) (collectively the “Parties”) entered into an Exploration Agreement with Option to Form a Joint Venture with Piedmont Mining Company Inc. (“Agreement”) whereby the Company may earn a joint venture interest in the group of forty-four (44) unpatented lode mining claims situated in Humboldt County, Nevada (the “PPM Project”).

Under the terms of the agreement, the Company has an exclusive option to earn a fifty-five percent (55%) interest in the Property, as defined in the Agreement, by funding $1,750,000 in exploration activities during five (5) year period. The Company agreed to spend a minimum of $175,000 in work expenditures on the Property within one (1) year of the Effective Date, with the work expenditure to increase in subsequent years. Once the initial earn-in phase of 55% has been reached, the Company and Miranda agreed to enter into a Joint Venture agreement whereby the Company will be the operator and have a participating interest of 55%. The Parties agreed that the Operator shall make cash calls from time to time.

Prior to the commencement of each contract year, the Company agreed to prepare a general plan and budget setting forth the description and amount of the Company’s proposed exploration expenditures for the year. In addition, the Company agreed to maintain the claims in good standing and to pay the federal claim maintenance fees to the Nevada Bureau of Land Management. The Company agreed to indemnify Miranda from any claims, demands, or liabilities arising from acts of gross negligence or willful misconduct on the part of the Company and to carry a policy of public liability insurance in the minimum amounts of $1,000,000 or more for personal injury and $300,000 for property damage. The Company also agreed to keep the property free and clear from any liens and to acquire all necessary federal, state and local permits required for its operations.

In connection with the Agreement, the Parties entered into a Services Agreement on April 17, 2007 (“Services Agreement”) which sets forth the labor, services and materials to be provided in conjunction with the exploration related services for the PPM Gold Project.

The foregoing description is qualified in its entirety by reference to the Agreement and the Services Agreement which is filed as Exhibit 10.1 and Exhibit 10.2 hereto and incorporated herein by reference.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS.

Item 9.01 Financial Statements and Exhibits

Exhibit No. Exhibit Description

10.1 Exploration Agreement with Option to Form a Joint Venture with Piedmont Mining Company Inc. dated April 17, 2007

10.2 Services Agreement dated April 17, 2007

99.1 Press Release dated April 23, 2007 entitled Piedmont Mining Signs Agreement with Miranda on PPM Gold Project, Nevada

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PIEDMONT MINING COMPANY, INC.,

a North Carolina corporation

Date: April 23, 2007 /s/ Robert M. Shields, Jr.

Robert M. Shields, Jr.,

Chief Executive Officer, Chief Financial Officer,

President, Director, Chairman of the Board of Directors

 

EXHIBIT INDEX

Exhibit No. Exhibit Description

10.1	Exploration Agreement with Option to Form a Joint Venture with Piedmont Mining Company Inc. dated April 17, 2007
10.2	Services Agreement dated April 17, 2007
99.1	Press Release dated April 23, 2007 entitled Piedmont Mining Signs Agreement with Miranda on PPM Gold Project, Nevada

 

EX-10

EXPLORATION AGREEMENT WITH

OPTION TO FORM JOINT VENTURE

(PPM GOLD PROJECT)

THIS EXPLORATION AGREEMENT WITH OPTION TO FORM JOINT VENTURE (PPM GOLD PROJECT) (the “Agreement”) is made effective this 17th day of April, 2007 (the “Effective Date”) by and between MIRANDA U.S.A., INC., a Nevada corporation (“Miranda”); and PIEDMONT MINING COMPANY, INC., a North Carolina corporation (“Piedmont”).

RECITALS

A.Miranda owns and possesses the “PPM” group of forty-four (44) unpatented lode mining claims situated in Humboldt County, Nevada (the “PPM Gold Project”). The claims are more particularly described on Exhibit A attached hereto.

These claims, together with all ores, minerals, surface and mineral rights, and the right to explore for, mine, and remove the same, and all water rights and improvements, easements, licenses, rights-of-way and other interests appurtenant thereto, shall be referred to collectively as the “Property.”

B.Miranda U.S.A., Inc. is a wholly owned subsidiary of Miranda Gold Corp., a British Columbia corporation.

C.Piedmont wishes to acquire an interest in the Property by making a cash payment to Miranda and funding a work program on the Property pursuant to Section 1.1 of this Agreement.

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C.Following completion of the work program and satisfaction of the terms and conditions of Section 1.1 of this Agreement, Piedmont and Miranda may form a Joint Venture for further exploration and development of the Property.

THEREFORE, the parties have agreed as follows:

SECTION ONE

Exploration Agreement

1.1Option to Earn 55% Interest. Miranda hereby grants to Piedmont the exclu-sive option to earn an undivided fifty-five percent (55%) interest in the Property by funding ONE MILLION SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($1,750,000.00) in exploration activities during a five-year period. In order to earn this interest, Piedmont shall make the following payments:

a.Within thirty (30) days of the Effective Date of this Agreement, Piedmont will pay to Miranda the sum of TWENTY-FIVE THOUSAND DOLLARS ($25,000.00). This payment shall not be credited against the work requirement.

b.Piedmont agrees to spend a minimum of ONE HUNDRED SEVENTY-FIVE THOUSAND DOLLARS ($175,000.00) in Exploration Expenditures on the Property within one (1) year following the Effective Date. The term “Exploration Expenditures” shall include monies expended on geological, geophysical, and geochemical surveys on the Property; sampling, trenching, drilling, and assaying; federal

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claim maintenance fees payable to the Nevada Bureau of Land Management; recording fees payable to Humboldt County in connection with the recording of Affidavits and Notices of Intent to Hold; and related exploration costs (but excluding the value of any cash payments made to Miranda). This is a binding commitment and cannot be cancelled through termination of this Agreement.

c.Thereafter, Piedmont may elect to continue funding of Exploration Expenditures on the Property by completing the following expenditure requirements:

Year of Agreement	Amount of Expenditures
2	Additional $200,000.00
3	Additional $300,000.00
4	Additional $425,000.00
5	Additional $650,000.00

Any excess of expenditures in one year shall be carried forward as a credit against the subsequent years’ expenditures. Any shortfall in expenditures can be made up in the following year with Miranda’s consent. Absent such consent, a shortfall in expenditures shall be paid to Miranda at the end of each contract year, provided the provisions of Section Eight have not been invoked or the Agreement has not been terminated in accordance with Section 4.1 below.

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d.At such time as Piedmont has expended ONE MILLION SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($1,750,000.00) in exploration expenditures in accordance with Sections 1.(b) and 1.(c) above, Piedmont will have earned an undivided 55% interest in the Property. The parties shall then proceed to form a Joint Venture in accordance with Section 3 below.

1.2Funding of Exploration Activities. Prior to the commencement of each contract year, Piedmont shall prepare a general plan and budget (“Plan”) setting forth the description and amount of Piedmont’s proposed exploration expenditures for the year. Miranda shall review and comment upon the Plan within fifteen (15) days of its submission. However, Piedmont, as Manager during the earn-in period, shall have the final say regarding the Plan. Piedmont may add an overhead fee of ten percent (10%) to all expenditures (except the claim maintenance fees described in Section 1.4 below) as a credit toward its work requirement for that year. Piedmont may, in its sole discretion, elect to nominate Miranda as its contractor to plan and implement exploration activities on the Property in accordance with the Services Agreement attached hereto as Exhibit B.

1.3Claim Maintenance. So long as the Agreement has not been terminated prior to June 1 of each year, Piedmont shall have the obligation to maintain the claims in good standing. Piedmont shall pay the federal claim maintenance fees to the Nevada Bureau of Land Management by August 1 of each year, and Piedmont shall record an Affidavit and Notice of Intent to Hold with the Humboldt County Recorder not later than

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October 1 of each year. Piedmont shall promptly provide evidence of these filings to Miranda. These payments shall be credited against Piedmont’s work expenditure requirements.

1.4Area of Interest. The parties hereby establish an Area of Interest extending one (1) mile from the exterior boundaries of the property, which is depicted on the map attached hereto as Exhibit C. Any mineral claims or rights acquired by either Miranda or Piedmont within the Area of Interest shall be subject to the terms of this Agreement.

SECTION TWO

Conduct of Exploration Work

The following provisions shall govern exploration activities on the Property during the term of the Exploration Agreement described in Section 1 above.

2.1Conduct of Work. Piedmont shall perform its exploration activities on the Property in accordance with good mining practice, shall comply with the applicable laws and regulations relating to the performance of exploration and mining operations on the Property, and shall comply with the applicable worker's compensation laws of the State of Nevada.

2.2Liability and Insurance. Piedmont shall defend, indemnify, and hold Miranda harmless from any claims, demands, or liabilities arising from acts of gross negligence or willful misconduct on the part of Piedmont. Piedmont shall obtain and

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carry a policy of public liability insurance in the minimum amounts of $1,000,000.00 or more for personal injury and $300,000.00 for property damage, protecting Piedmont and Miranda against any claims for injury to persons or damage to property resulting from Piedmont’s operations. Piedmont shall provide Miranda with a certificate of insurance evidencing such insurance.

2.3Liens. Piedmont shall keep the Property free and clear from any and all mechanics’ or laborers’ liens arising from labor performed on or material furnished to the Property at Piedmont’s request. However, a lien on the Property shall not constitute a default if Piedmont, in good faith, disputes the validity of the claim, in which event the existence of the lien shall constitute a default thirty (30) days after the validity of the lien has been adjudicated adversely to Piedmont.

2.4Acquisition of Permits. Piedmont shall acquire all federal, state, and local permits required for its operations. Piedmont shall be responsible for reclamation of only those areas disturbed by Piedmont’s activities. Piedmont will post any operating and reclamation bonds required by regulatory agencies for work on the Property. The bond will revert to Piedmont upon satisfactory completion of the reclamation program.

2.5Inspection of Property. Miranda, or Miranda’ authorized agents or representatives, shall be permitted to enter upon the Property at all reasonable times for the purpose of inspection, but shall enter upon the Property at Miranda’ own risk and so as not to hinder unreasonably the operations of Piedmont. Miranda shall indemnify and

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hold Piedmont harmless from any damage, claim, or demand by reason of injury to Miranda or Miranda’ agents or representatives on the Property or the approaches thereto.

2.6Inspection of Accounts. Piedmont shall keep accurate books and records of accounts reflecting its exploration activities on the Property, and Miranda shall have the right, either itself or through a qualified accountant of its choice and at its cost, to examine and inspect the books and records of Piedmont pertaining to operations on the Property.

SECTION THREE

Joint Venture

3.1Formation of Joint Venture. Following Piedmont’s earn-in of a 55% interest, the parties shall proceed to form a Joint Venture in the general format of Form 5A (“Form 5A”) prepared by the Rocky Mountain Mineral Law Foundation. The parties may mutually agree to use Form 5A-LLC in place of Form 5A, and all references in this Agreement to Form 5A shall then refer to Form 5A-LLC.

3.2Participating Interests. Piedmont shall have a Participating Interest of 55% and Miranda will have a Participating Interest of 45%. The deemed value of Miranda’s Participating Interest shall be ONE MILLION FOUR HUNDRED THIRTY-ONE THOUSAND EIGHT HUNDRED EIGHTEEN DOLLARS ($1,431,818.00).

3.3 Operator. Following formation of the Joint Venture, Piedmont shall be the

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Operator of the Joint Venture. A Management Committee, consisting of two representa-tives of each party, shall be responsible for approving programs and budgets and for determining the general policies and directions to be adopted by the Operator in the conduct of its operations. The Management Committee shall meet at least once annually and otherwise on ten (10) days’ advance written notice given by either party.

Prior to the commencement of each contract year, the Operator shall propose Programs and Budgets to the Management Committee at least annually for periods determined necessary or appropriate by the Operator. Programs and Budgets for Exploration or mining Operations shall not exceed one (1) year without unanimous approval of the Participants. The Management Committee will vote upon the proposed work plan and budget within thirty (30) days after delivery by the Operator. Each Party shall give notice to the Operator within thirty (30) days after a Program and Budget is approved by the Management Committee whether it will fund its share of expenditures in respect of such Program and Budget. Each Party who elects to fund its share shall be obligated to do so.

If the Operator does not propose a Program and Budget requiring a total annual expenditure of TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00) or more prior to the beginning of an annual budget period, then, within thirty (30) days after the beginning of the annual period, the non-Operator may propose a Program and Budget requiring an annual expenditure of TWO HUNDRED FIFTY THOUSAND DOLLARS

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($250,000.00) or more, and the non-Operator shall thereupon become the Operator. The former Operator shall be entitled to meet with the new Operator to discuss the proposed Program and Budget and suggest any changes it feels are appropriate. The new Operator shall immediately thereafter finalize the Program and Budget and deliver it to the former Operator, whereupon it shall be deemed to have been approved by the Management Committee. If the non-Operator does not present such a proposal within thirty (30) days after the beginning of the annual period, then the non-Operator will have waived its right to do so for that annual period.

3.4Cash Calls and Dilution. Following approval of an annual Program and Budget, the Operator shall make cash calls from time to time for the conduct of operations. A party whose Participating Interest falls below five percent (5%) shall be deemed to have withdrawn from the Joint Venture, and thereafter that party shall be entitled to receive one-and-one-half percent (1.5%) of net smelter returns derived from the Property. The term “net smelter returns” shall mean the gross value of ores or concentrates shipped to a smelter or other processor (as reported on the smelter settlement sheet) less the following expenses actually incurred and borne by the Operator:

a.Sales, use, gross receipts, severance, and other taxes, if any, payable with respect to severance, production, removal, sale or disposition of the minerals from the Property, but excluding any taxes on net income;

b. Charges and costs, if any, for transportation from the mine or mill to

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places where the minerals are smelted, refined and/or sold; and

c.Charges, costs (including assaying and sampling costs specifically related to smelting and/or refining), and all penalties, if any, for smelting and/or refining.

In the event smelting or refining are carried out in facilities owned or controlled, in whole or in part, by Operator, charges, costs and penalties for such operations shall mean the amount Operator would have incurred if such operations were carried out at facilities not owned or controlled by Operator then offering comparable services for comparable products on prevailing terms.

Payment of production royalties shall be made not later than thirty (30) days after receipt of payment from the smelter. All payments shall be accompanied by a statement explaining the manner in which the payment was calculated.

SECTION FOUR

Termination and Default

4.1Termination. Subject to satisfaction of the provisions of Sections 1.(a) and 1.(b) above, Piedmont shall have the right to terminate this Agreement at its sole discretion at any time by giving thirty (30) days’ advance written notice to Miranda. Upon termination, Miranda shall retain all payments previously made as liquidated damages and this Agreement shall cease and terminate. Piedmont will provide Miranda with all factual data, maps, assays, and reports pertaining to the Property. Piedmont will also deliver a Quitclaim Deed to Miranda.

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4.2Default. If Piedmont fails to perform its obligations under this Agreement, and in particular fails to make any payment due to Miranda hereunder, Miranda may declare Piedmont in default by giving Piedmont written notice of default which specifies the obligation(s) which Piedmont has failed to perform. If Piedmont fails to remedy a default in payment within fifteen days (15) of receiving the notice of default, and thirty (30) days for any other default, Miranda may terminate this Agreement and Piedmont shall peaceably surrender possession of the Property to Miranda. Notice of termination shall be in writing and served in accordance with this Agreement.

SECTION FIVE

Notices and Payments

5.1Notices. All notices to Piedmont or Miranda shall be in writing and shall be hand delivered, sent by courier, or sent by certified or registered mail, return receipt requested, to the addresses below. Notice of any change in address shall be given in the same manner. All notices shall be effective upon receipt.

TO MIRANDA: Miranda Gold Corp.

Unit 1, 15782 Marine Drive

White Rock, British Columbia

Canada V4B 1E6

With a copy to: Miranda U.S.A., Inc.

5900 Philoree Lane

Reno, Nevada 89511

TO PIEDMONT: Piedmont Mining Company, Inc.

Attn: Robert Shields

P.O. Box 20675

11

New York, New York 10021

With a copy to: Piedmont Mining Company, Inc.

18124 Wedge Parkway, Suite 214

Reno, Nevada 89511

5.2Payments. All payments shall be in U.S. currency payable to Miranda at the Reno address above.

SECTION SIX

Assignment

No party may assign its interest in this Agreement, in whole or in part, without the prior written consent of the other party, which consent shall not be unreasonably withheld.

SECTION SEVEN

Representation of Title

7.1Warranty. Miranda represents, to the best of its knowledge, that it owns the unpatented mining claims described in Exhibit A and all lode mineral rights within the boundary of these claims, subject to the paramount title of the United States (but excepting those portions that may overlap adjacent fee lands); that the claims are valid under the mining laws of the United States and the State of Nevada; that Miranda has and will continue to have the right to commit the Claims to this Agreement; and that Miranda is not aware of any claim disputes, legal actions, or environmental hazards affecting the Property.

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7.2Encumbrances. To the best of Miranda’s knowledge, the Property is free from any liens, leases, or other encumbrances created by Miranda.

SECTION EIGHT

Force Majeure

8.1Suspension of Obligations. If Miranda or Piedmont is prevented by Force Majeure from timely performance of any of its obligations hereunder, the failure of performance shall be excused and the period for performance shall be extended for an additional period equal to the duration of Force Majeure. Upon the occurrence and upon the termination of Force Majeure, Miranda or Piedmont shall promptly notify the other party in writing. Miranda or Piedmont shall use reasonable diligence to remedy Force Majeure, but shall not be required to contest the validity of any law or regulation or any action or inaction of civil or military authority.

8.2Definition of Force Majeure. “Force Majeure” means any cause beyond a party's reasonable control, including law or regulation; action or inaction of civil or military authority; inability to obtain any license, permit, or other authorization that may be required to conduct operations on or in connection with the Property; interference with mining operations by a lessee of oil, gas, or geothermal resources under the Property; unusually severe weather; mining casualty; unavoidable mill shutdown; damage to or destruction of mine plant or facility; fire; explosion; flood; insurrection; riot; labor disputes; inability after diligent effort to obtain workmen, material, or fuel supplies;

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unavailability of equipment, including drill rigs with qualified drillers; delay in transportation; acts of God; and a shutdown of the U.S. banking system.

SECTION NINE

Miscellaneous Provisions

9.1Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto, their respective heirs, executors, administrators, successors, and assigns.

9.2Applicable Law. The terms and provisions of this Agreement shall be interpreted in accordance with the laws of the State of Nevada.

9.3Entire Agreement. This Agreement terminates and replaces all prior agreements, either written, oral or implied, between the parties hereto, and constitutes the entire agreement between the parties.

9.4Recording Memorandum of Agreement. The parties hereto agree to execute a Memorandum of this Agreement (short form) for the purpose of recording same in the records of Humboldt County, Nevada so as to give public notice, pursuant to the laws of the State of Nevada, of the existence of this Agreement.

9.5Void or Invalid Provisions. If any term, provision, covenant or condition of this Agreement, or any application thereof, should be held by a court of competent jurisdiction to be invalid, void or unenforceable, all provisions, covenants and conditions of this Agreement, and all applications thereof not held invalid, void or unenforceable,

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shall continue in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

9.6Time of the Essence. Time is of the essence in the performance of this Agreement and each and every part thereof.

9.7No Partnership. Nothing in this Agreement shall create a partnership between Miranda and Piedmont.

9.8Press Releases. Prior to issuing any press release or other disclosure of information regarding the PPM Gold Project, Piedmont or Miranda, as the case may be, shall submit its press release or information disclosure to the other party for review and approval. If no comments or approval have been given by the receiving party within two (2) working days following receipt, the press release or information distribution shall be deemed approved.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

MIRANDA U.S.A., INC., a Nevada corporation

By

KENNETH B. CUNNINGHAM, President

PIEDMONT MINING COMPANY, INC.,

a North Carolina corporation

By

ROBERT M. SHIELDS, JR., President and CEO

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EX-10

Services Agreement

Services Agreement between Miranda Gold U.S.A, a Nevada corporation having its principal place of business at 310 Silver Street, Elko, Nevada 89810 (“Miranda”) or “Contractor”), and Piedmont Mining Company, Inc., a North Carolina corporation whose address is 18124 Wedge Parkway, #214, Reno, Nevada 89511, (“Piedmont”), dated the Effective Date:

Piedmont and Contractor agree:

1. Work. The term “Work” is defined for the purposes of this Agreement as all labor, services and materials to be provided by Contractor as set forth in the attached fee schedule and Work description, hereinafter referred to as Addendum “A”, which is incorporated into this Agreement by this reference.

2. Commencement of Work. Contractor shall begin Work on the Effective Date, or upon such later date as designated in the Addendum “A”, and shall diligently pursue all Work to completion.

3. Performance of Work. Contractor shall perform all Work in a workmanlike manner, maintain all work sites and routes of access thereto in a clean, safe orderly condition, and remove all rubbish and foreign material from any site or other location occupied or used by it in its performance of Work.

4. Assumption of Risk. Contractor represents that Contractor has examined all work sites, and assumes all risks affecting its performance of Work at such sites as to surface and subsurface site conditions, including difficulties of access.

5. Applicable Laws. Contractor represents that Contractor is familiar with all laws, rules and regulations applicable to its performance of Work.

6. Equipment and Personnel. Contractor shall at its own expense furnish all equipment, material, supplies and personnel necessary to perform Work, and shall pay any federal, state or local tax assessed or levied on account thereof. Piedmont shall not be responsible for any loss of tools, equipment or personal affects by Contractor or its employees.

7. Independent Contractor. Contractor is an independent contractor, responsible for performing Work and obtaining permits and licenses related to Work in full compliance with all applicable laws, rules, regulations, and permit and license conditions.

8. Payment to Contractor. Piedmont agrees to pay and reimburse Contractor for its performance of Work as provided by Addendum “A”, upon submission of appropriate invoices and receipts.

9. Insurance and Indemnity:

(a) Contractor shall comply with all state and federal social security and unemployment insurance laws. Before commencing Work, Contractor shall, if required by law, be qualified under the Workmen’s Compensation Law of each state where Work is to be performed.

(b) Contractor shall indemnify and hold Piedmont harmless from any and all claims, losses, and damages, including attorney’s fees, courts costs, fines and penalties, from any cause whatsoever arising or alleged to arise from performance of non-performance by Contractor of any term or condition of this Agreement, including but not limited to any breach by Contractor of its obligations under section 7, “Independent Contractor”.

10. Liens. Contractor will not file or claim any mechanic’s or other lien against Work, or against any property owned, leased or otherwise controlled by Piedmont, arising, or alleged to arise, directly of indirectly from Contractor’s performance of Work. If any such lien is filed or claimed either before or after Piedmont’s final acceptance of Work, Contractor will reimburse Piedmont for all Piedmont cost’s, including attorney’s fees and court costs, of obtaining a discharge of such lien.

11. Reclamation. Contractor shall perform all Work in such a manner as to minimize any adverse impact on the natural environment, and shall within a reasonable time after its completion of Work begin and diligently pursue to completion all reclamation required by applicable laws, regulations, and permit and license conditions due to its performance of Work.

12. Confidentiality. All data and information obtained or acquired by Contractor in the performance of Work shall be held in strict confidence, and shall not be divulged to any person not a party to this Agreement without the prior written approval of Piedmont. Contractor’s obligations contained in this section 12 shall survive termination of this Agreement for a period of 12 months.

13. Subcontracts. Work may not be subcontracted, in whole or in part, without the prior written approval of Piedmont, with shall be conditioned upon compliance by any approved subcontractor with all terms and conditions of this Agreement.

14. Termination. Piedmont or Contractor may terminate this Agreement at any time, in whole or in part, by 30 days prior written notice to given to the other.

15. Additional Terms and Conditions. Additional terms and conditions to this Agreement are set forth in the Addendum “A”, attached, which are incorporated herein by this reference. In the event of any conflict between any term contained in the body of this Agreement and any term contained in the Addendum “A”, this Agreement shall control except as provided in Section 2.

16. Entire Agreement. This Agreement, including Addendum “A”, constitutes the entire agreement between the parties with respect to Work, and may only be amended in writing.

IN WITNESS WHEREOF, the parties have caused this instrument to be signed the day and year first above written.

Miranda Gold U.S.A. Piedmont Mining Company, Inc.

By:_______________________ By:_________________________

Kenneth D. Cunningham Robert M. Shields, Jr.

Title: President Title: President and CEO

Addendum “A”

Description of Work:

Contractor shall provide exploration related services for the PPM Gold Project as requested by Piedmont and shall provide all equipment as is ordinarily required for such services unless provided by Piedmont.

The Work shall commence on or after the Effective Date, as the parties shall mutually agree. All Work, including an estimate of expected related costs, shall be approved by both parties prior to its commencement.

Fee Schedule:

Piedmont shall compensate Contractor for its services and incurred expenses at the following rates:

Miranda Employee:	Billed per hour at:	Maximum per day:
Joseph Hebert	$63.50	$508
Brian Cellura	$48.25	$386
Steve Koehler	$57.50	$460
Perry Hooker	$30.50	$244
Amanda Mullin	$28.75	$230
In House Contractors:
Rebecca Goddard	Pro-rated	$450
Greg Kuzma	Pro-rated	$450
Related Expenses:		At Cost

Above fees and expenses billed at cost plus 10% to cover Miranda overhead costs related to office expenses, software costs, computer usage, accounting and other related non-itemized expenses only, and will not be added to charges for work performed in the field. Contractor and Piedmont will consult and agree in advance on who will be engaged on the PPM Gold Project and approximately when and how much time will be involved for each employee and contractor. In house Contractor fees reflect current daily rates and are subject to change, but may not be increased without the prior approval of Piedmont.

All outside Contractors will contract directly with Piedmont and will send their bills directly to Piedmont Mining Company, Inc. and no overhead fees will be charged by Miranda.

Availability:

Piedmont acknowledges that Contractor may from time to time; provide services for others while this agreement is in effect. Contractor agrees to commence Work as requested by Piedmont not more than 5 working days following such request, unless a longer period is specifically agreed to by Piedmont.

EX-99

Piedmont Mining Signs Agreement With Miranda on PPM Gold Project, Nevada

Reno, NV – April 23, 2007 - Piedmont Mining Company, Inc. (OTC BB: PIED) today announced that it has signed an ‘Exploration Agreement With Option To Form Joint Venture’with Miranda US, Inc., a wholly-owned subsidiary of Miranda Gold Corp. (TSX-V: MAD), on their PPM gold property in Humboldt County, Nevada. This property is located at the north end of the Battle Mountain-Eureka gold trend on the west flank of the Hot Springs Range and just north of the town of Winnemucca. It is about 10 miles north of Piedmont’s Dutch Flat gold project and about 12 miles northwest of the Twin Creeks, Turquoise Ridge and Pinson gold deposits where past production and current resources now exceed 23 million ounces. The PPM property now consists of 116 unpatented claims.

The property overlies a northeast striking fault system that intersects biogeochemical gold-in-sagebrush anomalies near the margin of an inferred buried intrusive and adjacent to a sediment-hosted mercury district. Such mercury occurrences are frequently closely associated with sediment-hosted gold systems in Nevada.

Under the terms of the agreement, Piedmont must expend at least $175,000 in exploration work during the first year of the agreement, $200,000 during the second year, $300,000 during the third year, $425,000 during the fourth year and $650,000 during the fifth year of the agreement. Upon completing the total $1,750,000 work expenditure requirement, Piedmont will have earned a 55% interest in the property and the project. At that point, Piedmont and Miranda would enter into a joint venture with Piedmont being the operator. After the first year of the agreement, Piedmont may terminate the agreement at any time on 30 days written notice. Piedmont must pay all claims maintenance fees, which will be creditable against the work commitment expenditure requirement, and must pay Miranda $25,000 within 30 days of signing the agreement.

About Piedmont:

Piedmont is an exploration stage company, exploring for gold and silver exclusively in the state of Nevada. The Company has now entered into earn-in agreements with experienced exploration groups on 7 gold and/or silver properties in Nevada. Its Common Stock is traded on the OTC Bulletin Board under the symbol: PIED.

The Company is including the following cautionary statement in this news release to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation reform Act of 1995 for any forward-looking statements made by, or on behalf of, the Company. Certain forward-looking statements herein involve risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. These include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions that are other than statements of historical facts. These forward-looking statements are based on various assumptions, many of which are based upon further assumptions. The Company’s expectations, beliefs and projections are expressed in good faith and are believed to have a reasonable basis, but there can be no assurance that management’s expectations, beliefs or projections will be achieved or accomplished.

Piedmont Mining Company, Inc. Reno, Nevada

www.piedmontmining.com

Contact: Investor Relations:

Robert M. Shields, Jr. 212-734-9848 Susan Hahn & Associates: 212-986-6286