Montero Completes Debt Settlement
Montero Completes Debt Settlement
Toronto, Ontario – February 2 9, 2024 – Montero Mining and Exploration Ltd. (TSX-V: MON) (“Montero” or the
“Corporation”) announces that it has completed a debt settlement transaction (the “ Debt Settlement”) with Dr. Antony
Harwood, the Corporation’s CEO and certain other creditors, in consideration for the issuance of 1,300,813 common shares
of the Corporation (the “ Settlement Shares ”) at a deemed price of CAD$0.15375 per Settlement Share (the “ Debt
Settlement”), as previously announced on December 29, 2023. The Corporation settled aggregate debt of CAD$200,000
(the “Debt”) pertaining to expenses accruing since 2021. The Corporation issued the Settlement Shares to settle the Debt
in order to preserve cash for general working capital purposes.
Dr. Harwood is an insider of the Corporation, was issued 905,849 Settlement Shares pursuant to the Debt Settlement, and
accordingly, the Debt Settlement is considered a “related party transaction” within the meaning of Multilateral Instrument
61-101 – Protection of Minority Security Holders in Special Transaction (“MI 61 -101”). The Corporation relied on the
exemptions from the requirement for a formal valuation and minority shareholder approval under MI 61 -101 on the basis
of the exemptions contained in section 5.5(1)(a) and section 5.7(1)(a) of MI 61 -101, as the fair market value of the
Settlement Shares issued to Dr. Harwood in connection with the Debt Settlement did not exceed 25% of the Corporation’s
market capitalization. The Debt Settlement was approved by all of the independent directors of the Co rporation.
The Settlement Shares issued pursuant to the Debt Settlement are subject to a four month and one day hold period, which
will expire on June 29, 2024.
About Montero
Montero is currently in arbitration proceedings before the International Centre for Settlement of Investment Disputes
seeking in excess of $90 million in damages from the United Republic of Tanzania over the expropriation of the Wigu Hill
rare earth element project . Montero is also seeking a joint venture partner to advance its Avispa copper-molybdenum
project in Chile. Montero’s board of directors and management have an impressive track record of successfully discovering
and advancing precious metal and copper projects. Montero trades on the TSX Venture Exchange under the symbol MON
and has 45,281,295 shares outstanding.
For more information, contact:
Montero Mining and Exploration Ltd.
Dr. Tony (Antony) Harwood, President and Chief Executive Officer
E-mail: [email protected]
Tel: +1 604 428 7050
www.monteromining.com
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.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain "forward-looking information" within the
meaning of applicable Canadian securities laws. Forward -looking information includes, but is not limited to, statements, projections and estimates with
respect to the Debt Settlement, including the final approval of the TSX Venture Exchange. Generally, forward-looking information can be identified by the
use of forward -looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”,
“intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certa in actions, events or results
“may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Such information is based on information currently available to Monte ro
and Montero provides no assurance that actual results will meet management's expectations. Forward -looking information by its ve ry nature involves
inherent risks and uncertainties that may cause the actual results, level of activity, performance, or achievements of Monter o to be materially different
from those expressed or implied by such forward -looking information. Actual results relating to, among other things, results of exploration, project
development, reclamation and capital costs of Montero’s mineral properties, and financial condition and prospects, could diff er materially from those
currently anticipated in such statements for many reasons such as: an inability to complete the agreement on the terms as announced or at all; changes in
general economic conditions and conditions in the financial markets; changes in demand and prices for minerals; litigation, legislative, environmental and
other judicial, regulatory, political and competitive developments; technological and operational difficulties encountered in connection with Montero’s
activities; and other matters discussed in this news release and in filings made with securities regulators. This list is not exhaustive of the factors that may
affect any of Montero’s forward -looking statements. These and other factors should be considered carefully and accordingly, readers should not place
undue reliance on forward -looking information. Montero does not undertake to update any forward -looking information, except in accordance with
applicable securities laws.