Montero Increases Non-Brokered Private Placement up to $735,000
Montero Increases Non-Brokered Private Placement up to $735,000
NOT FOR DISSEMINATION IN THE UNITED STATES OR OVER UNITED STATES NEWSWIRE SERVICES
Toronto, Ontario – June 8, 2017 – Montero Mining and Exploration Ltd. (TSX-V: 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 benef it 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.
For more information, contact:
Montero Mining and Exploration Ltd.
Dr. Tony Harwood, President and Chief Executive Officer
E-mail: [email protected]
Tel: +1 416 840 9197 | Fax: +1 866 688 4671
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. 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 certain 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
Montero and Montero provides no assurance that actual results will meet management's expectations. Forward-looking information by its very
nature involves inherent risks and uncertainties that may cause the actual results, level of activity, performance, or achievements of Montero to
be materially different from those expressed or implied by such forward -looking information. Actual results relating to, among other things,
approval and completion of the Debt Settlement, results of exploration, project development, reclamation and capital costs of Montero’s
mineral properties, and Montero’s financial condition and prospects, could differ materially from those currently anticipated in such statements
for many reasons such as: 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; tech nological 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.