Montero Announces Closing Upsized $2.5 Million Non-Brokered Private PlacementDecember 15, 2020
Toronto, Ontario – December 14, 2020 – 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.
Montero 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.