Montan Mining Provides Time Sensitive & Critical Supplemental Update to Special and Annual General Meeting Information Circular
MONTAN MINING PROVIDES TIME SENSITIVE & CRITICAL SUPPLEMENTAL
UPDATE TO SPECIAL AND ANNUAL GENERAL MEETING INFORMATION
CIRCULAR
Vancouver, BC, May 31st, 2018 – Montan Mining Corp. (TSX -V: MNY | FSE: S5GM | SSE:
MNYC) (“Montan” or the “Company”) is urgently directing shareholders to refer to SEDAR for
a recently uploaded Supplement to the Management Information Circular dated May 7, 2018
(the “ Supplement”). The Supplement restates and updates certain disclosure filed by the
Company in its Management Information Circular filed on SEDAR on May 14, 2018 and again
on May 17, 2018, with respect to the annual general and special meeting of shareholders of the
Company, at which, among other things, the shareholders of the Company will be asked to consider
and, if thought fit, to approve a proposed Shares for Debt Transaction between the Company and
Lions Bay Capital Inc. (“Lions Bay”).
This Supplement to Management Information Circular amends and replaces the discussion,
beginning on Page 23 of the Management Information Circular ( the “Circular”), concerning a
Shares for Debt Transaction between the Company and Lions Bay (the “Transaction”) described
in an agreement (the “Transaction Agreement”) dated May 8, 2018. In addition, the Circular
discloses that Lions Bay is a ‘related party’ within the meaning of Multilateral Instrument 61-101,
Protection of Minority Shareholders in Special Transactions (“MI 61-101”), and it discloses that
the Transaction would therefore constitute a ‘related party transaction’ within the meaning of MI
61-101. This disclosure was incorrect - Lions Bay is not currently a ‘related party’ and the
transaction will not constitute a ‘related party transaction’ within the meaning of MI 61-101. In
addition, the Circular disclosed that the Agreement provided that the Transaction would be carried
out in two stages; it disclosed the terms of the first stage and provided that the terms of the second
stage would be determined when the Company conducted its next private placement financing.
The Company and Lions Bay have amended and restated the Transaction Agreement pursuant to
an Agreement dated May 28, 2018 (refer News Release of May 30 th, 2018) and the discussion of
the Agreement and the Transaction included in the Supplement to Management Information
Circular replaces and restates the discussion of the Agreement and the Transaction that was
included in the original Information Circular.
Both the Notice of Annual General and Special Meeting of Shareholders to be held on June 7,
2018, which was filed on SEDAR together with the Information Circular, and the Circular itself,
disclose that the Board of Directors of the Company (the “Board”) has fixed 11:00 a.m. (Pacific
Time) on Tuesday, June 5, 2018, or no later than 48 hours before the time of the shareholder
meeting if the meeting is adjourned, as the time before which proxies to be used or acted upon at
the shareholder meeting are to be deposited with the Company’s registrar and transfer agent, TSX
Trust Company. Because of the limited amount of time between the date of this Supplement to
Management Information Circular and the meeting date, the Board has decided to waive this
requirement and it has directed the Company’s registrar and transfer agent, TSX Trust Company,
to accept proxies submitted at any time prior to the commencement of the shareholder meeting on
June 7, 2018.
A shareholder that has already given a proxy may revoke it at any time before the proxy is
exercised by following the steps detailed in the Supplement posted on SEDAR.
The Supplement further updates disclosure regarding the approval of Lions Bay as a Control
Person, and details the updated Shares for Debt Transaction between the Company and Lions Bay.
The Supplement updates and restates a Resolution that Shareholders will be asked to consider at
the Meeting and, if thought fit, to approve Lions Bay as a Control Person, which Resolution must
be approved by at least a simple majority of the votes cast by Shareholders represented in person
or by proxy at the Meeting.
About Lions Bay Capital Inc.
Lions Bay Capital Inc. is a TSXV -listed Investment Issuer that is focussed on high return
investment opportunities, principally in the mining, clean energy and clean technology sectors,
where it will provide public and private companies early-stage financial support by way of equity
or debt. Lions Bay is not an exploration or research company, and focusses on companies on a
near term cash flow and growth track.
About Montan Mining Corp.
Montan Mining Corp. is an emerging gold producer focusing on monetizing mining assets in Peru.
The company is backed by an experienced management team with diverse technical, market, and
finance expertise and is supported by committed and sophisticated investors focused on building
long term value, now anchored by Lions Bay Capital Inc.
On behalf of the Board of Montan.
Ian Graham
CEO and Director
Tel: +1.604.671.1353
Email: [email protected]
On behalf of the Board of Lions Bay.
John Byrne
Director
Tel: +61 3 9236 2800
Email: [email protected]
For more information, please visit the corporate website at http://www.montanmining.ca or
contact:
Investor Contact:
Luis F. Zapata
Executive Chairman
Tel: +1.604.358.1382
Tel: +51.999.968.827 (Peru)
Email: [email protected]
NEITHER THE 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 NEWS RELEASE.
Cautionary Statement Regarding Forward-Looking Information
This press release contains “forward-looking statements” or “forward-looking information” (collectively referred to
herein as “forward -looking statements”) within the meaning of applicable securities legislation. Such forward -
looking statements include, without limitation, forecasts, estimates, expectations and objectives for future operations
that are subject to a n umber of assumptions, risks and uncertainties, many of which are beyond the control of the
Company. Forward-looking statements are statements that are not historical facts and are generally, but not always,
identified by the words “will”, “plan”, “intends ”, “may”, “will”, “could”, “expects”, “anticipates” and similar
expressions. Further disclosure of the risks and uncertainties facing Montan and other forward -looking statements
are discussed in Montan’s Management’s Discussion and Analysis which are avail able under the Company’s profile
on www.sedar.com.
In particular, this press release contains forward -looking statements pertaining to completion of the restructuring of
Montan, settling certain debts of Montan, the creation of Lions Bay as a control per son of Montan and obtaining
shareholder approval thereof, approval of the TSX Venture Exchange, and directs shareholders to a Supplement to
the Management Information Circular dated May 7, 2018 (the “Supplement”) that references the use of proceeds of
a fi nancing, expectations regarding Montan’s financing requirements and future financings of Montan. These
forward-looking statements are based on assumptions made by and information currently available to the Company.
Although management considers these ass umptions to be reasonable based on information currently available to it,
they may prove to be incorrect. By their very nature, forward -looking statements involve inherent risks and
uncertainties and readers are cautioned not to place undue reliance on these statements as a number of factors could
cause actual results to differ materially from the beliefs, plans, objectives, expectations, estimates and intentions
expressed in such forward -looking statements. These factors include, but are not limited to, commodity prices,
fluctuations in revenues and expenses of the Company, need for additional funding, availability of such additional
funding and that funding will be on acceptable terms, retention of key employees, economic conditions, currency
fluctuations, competition and regulations, legal proceedings and risks related to operations in foreign countries.
The forward-looking statements in this press release are made as of the date they are given and, except as required
by applicable securities laws, the Company disclaims any intention or obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future events or otherwise.