Vancouver, BC – August 28, 2017: Miramont Resources Corp. (CSE: MONT) ("Miramont" or the "Company") is pleased to announce that it will be undertaking a private placement offering of units ("Units") at a price of CDN$0.30 per Unit (the "Offering Price") for aggregate gross proceeds of up to CDN$3,500,000, with the option to expand the offering for gross proceeds of up to CDN$5,000,000 (the "Offering") in connection with its proposed acquisition of all of the issued and outstanding shares of Puno Gold Corporation ("Puno Gold"), as first announced on June 5, 2017 (the "Transaction").
The Offering will be comprised of both a brokered tranche (the "Brokered Tranche") and a non-brokered tranche (the "Non-Brokered Tranche").
Each Unit will consist of one common share of the Company (a "Common Share") and one common share purchase warrant (a " Warrant"), exercisable into one additional Common Share at a price of CDN$0.45 for a period of 24 months from closing of the Offering ("Closing").
The Company has engaged a syndicate of agents (the “Agents”) led by Red Cloud Klondike Strike Inc., and including Sprott Capital Partners, for the Brokered Tranche. The Company has engaged the Agents to act on a best efforts basis and will pay the Agents a cash commission equal to 7% of the gross proceeds from the Brokered Tranche (the "Agents’ Commission"). The Agents will also be granted warrants (the "Agents’ Warrants") to acquire that number of Common Shares that is equal to 7% of the total number of Units sold under the Brokered Tranche, with each Agents’ Warrant being exercisable at the Offering Price for a period of 24 months from Closing.
Similarly, finders under the Non-Brokered Tranche will receive cash finder's fees equal to 7% of the gross proceeds from the Non-Brokered Tranche (the "Finder's Commission") as well as finder's warrants (the "Finder's Warrants") to acquire such number of Common Shares equal to 7% of the total number of Units sold under the Non-Brokered Tranche, with each Finder's Warrant being exercisable at the Offering Price for a period of 24 months from Closing.
The net proceeds from the Offering will be used to fund exploration on the Peruvian properties held by Puno Gold which Miramont will acquire pursuant to the Transaction, as well as for general working capital.
Closing of the Offering is subject to a number of conditions precedent including, without limitation, receipt of all required corporate and regulatory approvals (including shareholder approval and the approval of the Canadian Securities Exchange) and completion of the Transaction by no later than November 15, 2017. In accordance with applicable securities laws, all securities issued under the Offering will be subject to a hold period expiring four months and one day from Closing.
Trading of the Common Shares has been halted and will remain halted pending the satisfaction of all applicable requirements of the Canadian Securities Exchange. Miramont will issue a further news release as soon as further details are available regarding the resumption of trading.
On behalf of the Board of Directors,
MIRAMONT RESOURCES CORP.
Tyson King, President
For more information contact the Company at:
Telephone: (778) 968-8494
Facsimile: (604) 815-0770
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities.
This release includes certain statements and information that may constitute forward-looking information and forward-looking statements within the meaning of applicable securities laws. All statements in this news release, other than statements of historical facts, including statements regarding future estimates, plans, objectives, assumptions or expectations of future performance, including the timing and completion of the Transaction and the proposed Offering, are forward-looking statements and contain forward-looking information. Generally, forward- looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". Forward-looking statements are based on certain material assumptions and analysis made by the Company and the opinions and estimates of management as of the date of this news release, including the assumptions that the Company will obtain stock exchange and other requisite approvals of the Offering, the proposed Transaction will occur as anticipated, that the Company will raise sufficient funds, and that the Company will obtain all requisite approvals of the Transaction. These forward- looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Important factors that may cause actual results to vary, include, without limitation, the risk that the proposed Transaction may not occur as planned; the timing and receipt of requisite approvals and failure to raise sufficient funds under the Offering. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward- looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.
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.