Montero Increases Non-Brokered Private Placement up to $735,000

TORONTO, ONTARIO–(Marketwired – June 8, 2017) – Montero Mining and Exploration Ltd. (TSX VENTURE:MON) (“Montero” or the “Corporation“) is pleased to announce that, due to increased investor demand, Montero is increasing its previously announced non-brokered private placement (see news release dated May 12, 2017) up to $735,000 from $500,000. The offering will now consist of up to 29,400,000 special warrants (the “Special Warrants“) at a price of $0.025 per Special Warrant (the “Subscription Price“) for gross proceeds to the Corporation of up to $735,000 (the “Offering“). Each eight (8) Special Warrants are exercisable into one (1) common share (a “Common Share“) if the Consolidation Condition (as herein defined) is satisfied on or before September 30, 2017. The Offering is expected to close on or before June 19, 2017. All amounts represented as “$” are Canadian Dollars.

The Offering is being made pursuant to the grant of a “discretionary waiver” of the TSX Venture Exchange’s (“TSXV“) minimum $0.05 pricing requirement (the “Waiver“) and is subject to acceptance by the TSXV. With respect to the Waiver, the Corporation intends to conduct a share consolidation of its outstanding Common Shares on the basis of a minimum of one (1) post-consolidation Common Share for each eight (8) pre-consolidation Common Shares (the “Share Consolidation“), or such other ratio as may be agreed in writing by the Corporation and the subscribers to the Offering (the “Consolidation Condition“) which would result in a post-consolidation conversion price equal to or greater than $0.05 per Common Share on or before September 30, 2017 (the “Consolidation Deadline“).

If the Consolidation Condition is satisfied on or before the Consolidation Deadline, the Special Warrants shall be deemed to be exercised for no further consideration (without any further action on the part of the Special Warrant holders) at 5:00 p.m. (Toronto time) on the date of the Consolidation Condition. However, if the Consolidation Condition is not satisfied on or before the Consolidation Deadline, the Special Warrants shall be redeemed at the Subscription Price with interest payable at the rate of 10% per annum.

Montero intends to use the net proceeds from the Offering for general working capital purposes.

Completion of the Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including shareholder approval of the Share Consolidation at the annual and special meeting of shareholders to be held on June 30, 2017 (the “Meeting“) and the approval of the TSXV and the securities regulatory authorities. The securities issued and issuable pursuant to the Offering will be subject to a four month and one day statutory hold period.

In connection with the Offering, the Corporation will pay a cash commission of $26,662.50 to Haywood Securities Inc. (the “Finder“) equal to 6% of the aggregate gross proceeds raised by the Finder pursuant to the Offering.

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, (the “U.S. Securities Act“) 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 U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Montero

Montero is a mineral exploration and development company engaged in the identification, acquisition, evaluation and exploration of mineral properties in Africa. Currently these include phosphates in South Africa and rare earth elements (REE) in Tanzania. Montero is reviewing and evaluating other opportunities from its operating base in Africa. Montero trades on the TSX Venture Exchange under the symbol MON.

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.

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