Montero Mining and Exploration Ltd. (TSX-V: MON)
(“
Montero” or the “
Company”) is
pleased to announce that it has closed its previously announced
non-brokered private placement offering (the
“
Offering”) composed of the sale of 16,666,667
units (“
Units”) at a price of CAD$0.15 per Unit,
for total gross proceeds of CAD$2,500,000.
Each Unit is composed of one common share
(“Common Share”) and one half of one Common Share
purchase warrant (“Warrant”). Each whole Warrant
entitles the holder to purchase one Common Share at a price of
CAD$0.25 per Common Share until the date which is twenty four (24)
months from the date of issuance. The Warrants are subject to an
acceleration provision whereby if the closing price of the Common
Shares on the TSX Venture exchange (the
“Exchange”) closes at a minimum of CAD$0.50 per
Common Share for a period of ten (10) consecutive trading days, the
Company may, at its option, accelerate the expiry date of the
Warrants to the date which is thirty (30) days following the date
upon which notice of the accelerated expiry date is provided by the
Company to the holders of the Warrants.
Montero intends to use the net proceeds from the
Offering for general corporate and working capital purposes,
exploration and drilling in Chile.
Completion of the Offering is subject to certain
conditions including, but not limited to, the receipt of all
necessary approvals, including the approval of the Exchange and
applicable securities regulatory authorities. The securities issued
and issuable pursuant to the Offering are subject to a four month
and one day statutory hold period from the date of closing. Upon
completion of the Offering, there will be 38,547,485 Common Shares
issued and outstanding. In connection with the Offering, the
Company has agreed to pay a commission of $99,270.00, in accordance
with the policies of the Exchange. PowerOne Capital Markets Limited
acted as a finder in connection with a portion of the Offering.
Related Party Transaction
In connection with the Offering, Jean Des
Rivieres has acquired 170,000 Units and Jamie Levy has acquired
400,000 Units. These are “related party transactions” as such term
is defined by Multilateral Instrument 61-101 - Protection of
Minority Security Holders in Special Transactions (“MI 61-101”),
requiring the Company, in the absence of exemptions, to obtain a
formal valuation for, and minority shareholder approval of, the
“related party transactions”. The Company is relying on an
exemption from the formal valuation and minority shareholder
approval requirements set out in MI 61-101 as the fair market value
of the participation in the Offering by Messrs. Des Rivieres and
Levy does not exceed 25% of the market capitalization of the
Company, as determined in accordance with MI 61-101.
This press release does not constitute an offer
to sell or a solicitation of an offer to buy any of the securities
in the United States. The securities have not been and will not be
registered under the United States Securities Act of 1933, as
amended, or any state securities laws and may not be offered or
sold within the United States or to or for the account or benefit
of a U.S. person (as defined in Regulation S under the United
States Securities Act) unless registered under the U.S. Securities
Act and applicable state securities laws or an exemption from such
registration is available.
About MonteroMontero is a
junior exploration company focused on finding, exploring and
advancing globally significant gold deposits in Chile. The Company
is in the process of relinquishing its portfolio of battery metal
projects in Africa to focus on the Isabella gold project in Chile.
Montero’s board of directors and management have an impressive
track record of successfully discovering and advancing precious
metal projects. Montero trades on the TSX Venture Exchange under
the symbol MON and post the financing has 38,547,485 shares
outstanding.
For more information, contact:
Montero Mining and Exploration
Ltd.
Dr. Antony Harwood, President
and Chief Executive OfficerE-mail: ir@monteromining.comTel: +1 416
840 9197 | Fax: +1 866 688 4671 www.monteromining.com
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.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
INFORMATION: This News Release includes certain "forward-looking
statements" which are not comprised of historical facts. Forward
looking statements include estimates and statements that describe
the Company’s future plans, objectives or goals, including words to
the effect that the Company or management expects a stated
condition or result to occur. Forward-looking statements may be
identified by such terms as “believes”, “anticipates”, “expects”,
“estimates”, “may”, “could”, “would”, “will”, or “plan”. Since
forward-looking statements are based on assumptions and address
future events and conditions, by their very nature they involve
inherent risks and uncertainties. Although these statements are
based on information currently available to the Company, the
Company provides no assurance that actual results will meet
management’s expectations. Risks, uncertainties and other factors
involved with forward-looking information could cause actual
events, results, performance, prospects and opportunities to differ
materially from those expressed or implied by such forward-looking
information. Forward looking information in this news release
includes, but is not limited to, the Company’s objectives, goals or
future plans, statements, exploration results, potential
mineralization, the estimation of mineral resources, exploration
and mine development plans, timing of the commencement of
operations and estimates of market conditions. Factors that could
cause actual results to differ materially from such forward-looking
information include, but are not limited to failure to identify
mineral resources, failure to convert estimated mineral resources
to reserves, the inability to complete a feasibility study which
recommends a production decision, the preliminary nature of
metallurgical test results, delays in obtaining or failures to
obtain required governmental, environmental or other project
approvals, political risks, inability to fulfill the duty to
accommodate indigenous peoples, uncertainties relating to the
availability and costs of financing needed in the future, changes
in equity markets, inflation, changes in exchange rates,
fluctuations in commodity prices, delays in the development of
projects, capital and operating costs varying significantly from
estimates and the other risks involved in the mineral exploration
and development industry, an inability to complete the Offering on
the terms or on the timeline as announced or at all, an inability
to predict and counteract the effects of COVID-19 on the business
of the Company, including but not limited to the effects of
COVID-19 on the price of commodities, capital market conditions,
restriction on labour and international travel and supply chains,
and those risks set out in the Company’s public documents filed on
SEDAR. Although the Company believes that the assumptions and
factors used in preparing the forward-looking information in this
news release are reasonable, undue reliance should not be placed on
such information, which only applies as of the date of this news
release, and no assurance can be given that such events will occur
in the disclosed time frames or at all. The Company disclaims any
intention or obligation to update or revise any forward-looking
information, whether as a result of new information, future events
or otherwise, other than as required by law.
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