Kuya Silver Completes Previously Announced Private Placement for Gross Proceeds of C$12.3 Million
Kuya Silver Completes Previously Announced Private Placement for Gross
Proceeds of C$12.3 Million
Vancouver, BC, and Toronto, Ontario - July 23, 2020 — Miramont Resources Corp. (" Miramont" or the
"Company") and Kuya Silver Corp. (“Kuya”) are pleased to announce the closing of the previously announced
brokered private placement of 7,174,59 0 subscription receipts (the “ Subscription Receipts”) at a price of
C$1.65 per Subscription Receipt (the " Issue Price ") for aggregate gross proc eeds of C$11,838,074 (the
"Brokered Financing ") as well as a concurrent non-broker ed private placement of 303,030 Subscription
Receipts on the same terms as the Brokered Financing for additional gross proceeds of C$500,000 (the "Non-
Brokered Financing", and together with the Brokered Financing, the "Offering").
“Kuya is very pleased to have completed this important step in our listing process with Miramont. When we
announced the proposed transaction with Miramont in Ju ne, we received a lot of positive feedback from an
array of different investors. The money that we were able to raise in this oversubscribed financing will greatly
de-risk the Bethania expansion project and provides a strong platform to launch our new company.”, said David
Stein, President of Kuya.
The Brokered Financing was led by Cormark Securities Inc. (“ Cormark”) on behalf of a syndicate of agents
including Canaccord Genuity Corp., PI Financial Corp. and Red Cloud Securities Inc. (together with Cormark,
the " Agents"). Kuya granted the Agents an option to purch ase up to an additional 30% of the Brokered
Financing in Subscription Receipts (the "Agents’ Option"), exercisable in whole or in part at any time up to 48
hours prior to the closing date, which has been exercis ed by the Agents in respect of 1,113,984 Subscription
Receipts for gross proceeds of C$1,838,074.
The Offering was carried out in connection with the amalgamation agreement dated June 10, 2020 entered
into among Miramont, Kuya and 2757974 Ontario Inc., whereby Miramont would acquire all of the issued and
outstanding shares of Kuya pursuant to a three-cornered amalgamation, as further detailed in Miramont's press
release dated June 11, 2020 (the "Transaction"). Each Subscription Receipt will be automatically exchanged,
without payment of any additional consideration, into one common share of Kuya upon satisfaction of the
Release Conditions (as defined below) on or before January 23, 2021 (the “Release Deadline”). The Company
following completion of the Transaction will use the net proceeds from the Offering to fund exploration and
engineering costs for the development of the Bethania project, as well as to complete its obligations to acquire
an 80% interest in S&L Andes Export.
The gross proceeds of the Brokered Financing less 25% of the Agent's fees and less certain eligible expenses
of the Offering, will be held in escrow pending sati sfaction of Kuya having obtained the approval of the
Canadian Securities Exchange and completion of certain other administrative matters (the " Release
Conditions") on or before the Release Deadline. In the event that the Release Conditions are not satisfied on
or before the Release Deadline, or if prior to such date Kuya advises Cormark or announces to the public that
it does not intend to satisfy the Release Conditions, t he escrow agent will return the gross proceeds of the
Offering to the holders of the Subscription Receipts, together with a pro rata portion of the interest earned on
the escrowed proceeds, and the Subscription Receipts will be cancelled.
In connection with the Brokered Financing, the Agents are to receive a cash commission of 6.0% of the gross
proceeds, excluding gross proceeds from the issuance of Subscription Receipts to president's list subscribers
for which a commission of 1.0% of such gross proceeds are to be received by the Agents. No fees were paid
in connection with the Non-Brokered Financing.
The Subscription Receipts issued under the Offering ar e subject to an indefinite hold period in Canada. The
securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not
be offered or sold in the United States absent regist ration or an applicable exemption from the 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 State in which such offer, solicitation or sale would be unlawful.
Not for distribution to U.S. news wire services or dissemination in the United States.
About Kuya Silver Corp.
Kuya is a privately held Canadian-bas ed silver-focused mining company, earning into an 80% interest in the
Bethania Silver Mine, located in Central Peru. Bethani a was in production until 2016, toll-milling its ore at
various other concentrate plants in the region, and Kuya’s plan is to implement an expansion and construct a
concentrate plant at site before restarting operations . Bethania produced silver-lead and zinc concentrates
from the run of mine material until being placed on care and maintenance due to market conditions and lack
of working capital. It is expected that shortly after the closing of the Transaction, Kuya will close its acquisition
of the 80% interest in the Bethania Silver Mine.
About Miramont Resources Corp.
Miramont is a Canadian -based exploration company with a focu s on acquiring and developing mineral
prospects within world-class belts of South America. The Company’s shares are listed on the CSE under the
symbol MONT and on the OTCQB under the symbol MRRMF.
For more information, please contact:
Miramont Resources Corp.
Telephone: (604) 398-4493
Facsimile: (604) 815-0770
www.miramontresources.com
Kuya Silver Corp.
www.kuyasilver.com
Forward Looking Information
This news release contains forward-looking statements and forward-looking information within the meaning of
applicable securities laws. These statements relate to future events or future performance. All statements other
than statements of historical fact may be forward -looking statements or information. More particularly and
without limitation, this news release contains forward -looking statements and information relating to the
conditions to converting the Subscription Receipts, us e of proceeds of the Offering and other matters. The
forward-looking statements and information are based on certain key expectations and assumptions made by
management of the Company. As a result, there can be no assurance that the proposed Transaction will be
completed as proposed or at all. Although management of the Company believes that the expectations and
assumptions on which such forward-looking statemen ts and information are based are reasonable, undue
reliance should not be placed on the forward -looking statements and information since no assurance can be
given that they will prove to be correct.
Forward-looking statements and information are provided for the purpose of providing information about the
current expectations and plans of management of the Company relating to the future. Readers are cautioned
that reliance on such statements and information may not be appropriate for other purposes, such as making
investment decisions. The forward-looking statements in this press release include the Company's intentions
regarding the completion of the Transaction. Since forward-looking statements and information address future
events and conditions, by their very nature they involv e inherent risks and uncertainties. Actual results could
differ materially from those currently anticipated due to a number of factors and risks. These include, but are
not limited to, the Company's ability to continue operations if the Transaction is not completed, the Company's
ability to raise further capital, the Company's ability to obtain regulatory and ex change approvals, and the
Company's ability to complete the Transaction. Accord ingly, readers should not place undue reliance on the
forward-looking statements and information contained in th is news release. Readers are cautioned that the
foregoing list of factors is not exhaustive. The forward -looking statements and information contained in this
news release are made as of the date hereof and no unde rtaking is given to update publicly or revise any
forward-looking statements or information, whether as a result of new information, future events or otherwise,
unless so required by applicable securities laws. The fo rward-looking statements or information contained in
this news release are expressly qualified by this cautionary statement.
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this
release.