Montero Announces Closing of $825,000 Non-Brokered Private PlacementApril 27, 2018
Toronto, Ontario – April 27, 2018 – Montero Mining and Exploration Ltd. (TSX-V: MON) (“Montero” or the “Corporation”) is pleased to announce that, further to its news releases dated February 5, 2018 and April 10, 2018, it has completed a non-brokered private placement (the “Offering”) of 3,440,849 units (the “Units”) at a price of $0.24 per Unit, for gross proceeds of approximately $825,803. Montero intends to use the net proceeds from the Offering for mineral exploration and working capital purposes.
Each Unit consists of one common share (“Common Share”) and one common share purchase warrant (“Warrant”). Each Warrant entitles the holder to purchase one common share at a price of $0.32 per common share until the date which is (18) eighteen months following the closing date of the Offering. The Warrants are subject to an acceleration provision whereby if the closing price of the Common Shares on the TSX Venture exchange (“TSX-V”) closes at a minimum of $0.32 per share for a period of ten (10) consecutive trading days, the Corporation may, at its option, accelerate the expiry date of the Warrants to the date which is 30 days following the date upon which notice of the accelerated expiry date is provided by the Corporation to the holders of the Warrants.
In connection with the Offering, a finder received a commission of $16,704, payable as to 69,600 Common Shares priced at $0.24 per Common Share.
All securities issued or issuable pursuant the Offering including the commission are subject to a hold period of four months and one day.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, or applicable state securities laws, and may not be offered or sold to persons in the United States absent registration or an exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Related Party Transaction
Global Mining Services Limited (“Global”) is controlled by Antony Harwood, the President, CEO and a director of Montero, who is an “insider” under applicable securities laws. Global acquired 125,808 Units in the Offering for gross proceeds of $30,194. ARO Consulting Inc. (“ARO”) is controlled by Sheri Rempel, the interim CFO of Montero, who is also an “insider” under applicable securities laws. ARO acquired 7,906 Units in the Offering for gross proceeds of $1,897. The participation in the Offering by Global and ARO are “related party transactions” as defined by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), requiring the Corporation, in the absence of exemptions, to obtain a formal valuation for, and minority shareholder approval of, the “related party transaction”. The Corporation 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 Private Placement by Global and ARO does not exceed 25% of the market capitalization of the Corporation, as determined in accordance with MI 61-101.
Development of Lithium Exploration
Montero is actively seeking to acquire and evaluate new lithium and cobalt properties in Africa to develop its new battery metals strategy.