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International Montoro Resources Inc (2)
Symbol C : IMT
Shares Issued 27,757,105
Close 2019-02-04 C$ 0.04
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Int'l Montoro to acquire 3,500 ha of claims in B.C.

2019-02-06 07:42 ET - News Release

Mr. Gary Musil reports

MONTORO ACQUIRES RARE EARTH CLAIMS IN ROCKY MOUNTAIN RARE METAL BELT, BRITISH COLUMBIA, CANADA

International Montoro Resources Inc. has entered into three arm's-length acquisition agreements with various vendors, to acquire over 3,500 hectares of claims in the Cariboo mining division, British Columbia, with one claim block adjoining the well-known Wicheeda rare earth mineral project. The Wicheeda project was recently acquired by Defense Metals Corp. from Spectrum Mining Corp. that made the original REE (rare earth element) discovery from drilling in 2008 and 2009.

The Wicheeda properties

The Wicheeda properties are located approximately 80 kilometres northeast of the city of Prince George, and approximately 50 km east of the community of Bear Lake, B.C., and are readily accessible by all-weather gravel roads and are close to major infrastructure including power transmission lines, railway and major highways. Geologically, they are situated in the Foreland belt and within the Rocky Mountain trench, a major continental geologic feature. The Foreland belt contains part of a large alkaline igneous province stretching from the Canadian cordillera to the southwestern United States and hosts several carbonatite and alkaline complexes among which the Aley (niobium), Rock Canyon (REE) and Wicheeda (REE) alkaline complexes contain the highest concentrations of rare earth element minerals.

In 2010 an airborne geophysical survey was conducted by Aeroquest, and soil geochemical sampling by Electric Metals on behalf of Montoro was completed over a portion of the Wicheeda North claims. The airborne geophysical program consisted of 654 line kilometres of AeroTEM helicopter-borne, time domain electromagnetic plus radiometric surveying flown at high-resolution 50-metre line spacing. The survey covered a 29.4-square-kilometre area and was successful in mapping the magnetic and conductive properties of the geology. Within the assessment report from 2010, AR No. 32361, the report contains observations and notes from Intrepid Geophysics and stated: "The electromagnetic data suggests that there may be an unmapped fault in the centre of the block. The magnetic data shows a subtle feature in the centre of the block, slightly offset from the interpreted fault. It is recommended that the airborne survey be followed up by a geochemical survey and property-scale mapping."

According to Spectrum Mining Corp.'s paper presented at the fifth annual Minerals South Conference and Trade Show in October, 2009, Spectrum completed a total of 19 diamond drill holes in 2008 and 2009. In 2008, four BTW-size holes totalling 866 m intersected significant rare earth mineralization in the Main zone cerium soil anomaly at Wicheeda. The best drill intercept was a 48.64 m interval in hole 2008-02 that returned 3.55 per cent REE. In 2009, 15 NTW diamond drill holes totalling 1,824 m were drilled again into the Main zone from two new drilling platforms. Ten holes drilled on the Main zone intersected further intervals of REE-bearing carbonatite from surface to variable depths. Significant intervals were: a 72.0 m interval that returned 2.92 per cent REE and a 144 m interval that returned 2.20 per cent REE in three separate holes (see B.C. Ministry of Energy, Mines and Petroleum Resources, AR30873). The 2009 drilling suggests that mineralization remains open in all directions, including to the north in the direction of the Wicheeda North claims.

According to a B.C. government Minfile No. 0931033 the following is a summary of the Wicheeda South (fluorite grid) claims. The area is underlain by limestone, marble, siltstone, argillite and calcareous sedimentary rocks that have been assigned to the Upper Cambrian to Lower Ordovician Kechika group. These have been intruded by carbonatite and syenite intrusions. In 2009, a program of rock geochemical sampling and prospecting was completed. Grab sample W109-KM02 returned 7,064 parts per million cerium, 4,461 ppm lanthanum and 1,387 ppm neodymium, or approximately 1.29 per cent combined (B.C. Ministry of Energy, Mines and Petroleum Resources, AR No. 31477). The soil sampling survey outlined a large multielement (lanthanum) anomaly over one km long.

All previous work is of a historical nature, and may not have been conducted under National Instrument 43-101 standards, therefore assay results cannot necessarily be relied upon. Montoro intends to confirm the reported mineralization on its claims with the company's own sampling program.

Details of the acquisitions:

  1. Wicheeda North: Pursuant to the agreement, in order to complete the acquisition the company must:
    • Pay the vendors an aggregate of $50,000 as follows:
      • $25,000 upon TSX Venture Exchange approval;
      • $25,000 within one year of signing the agreement;
    • Issue to the vendors an aggregate of one million units upon TSX-V approval; each unit consists of one common share of the company and one transferable share purchase warrant entitling the holder to acquire a further common share of the company at a price of 10 cents for two years from issuance;
    • Agree to a 2-per-cent net smelter return royalty (NSR); the company may acquire one-half of the NSR for $1-million within five years of the agreement date.
  2. Wicheeda South: The terms are similar to the Wicheeda North agreement.
  3. Wichcika Creek: Pursuant to the agreement, in order to complete the acquisition the company must:
    • Pay the vendors an aggregate of $40,000 upon TSX-V approval;
    • Issue to the vendors an aggregate of 700,000 units upon TSX-V approval; each unit consists of similar terms as above mentioned;
    • Agree to a 2-per-cent NSR with a buyout of one-half of the NSR for $1-million.

Private placement financings

Montoro also announces that it intends to complete a non-brokered private placement of up to 2.7 million flow-through common share units of the company at a price of 7.5 cents per flow-through share to raise gross proceeds of up to $202,500 and up to six million non-flow-through common share units at a price of five cents per non-flow-through share to raise gross proceeds of up to $300,000. Each flow-through share and non-flow-through share unit will consist of one common share of the company and one two-year transferable share purchase warrant permitting the holder to acquire one additional share of the company at 10 cents.

In addition to relying upon other available prospectus exemptions to effect the financing, a portion of the private placement may be completed in accordance with the exemption set out in B.C. Instrument 45-536 (Exemption from prospectus requirement for certain distributions through an investment dealer). The company also confirms there is no material fact or material change related to the company which has not been general disclosed.

The company may pay commissions of 8 per cent to eligible parties in connection with this financing, payable either in cash and/or in warrants. The common shares and warrants are subject to a statutory hold period and the financing is subject to TSX Venture Exchange approval.

The company intends to use the proceeds from the financing for property payments, exploration on current acquisitions as well as previously held properties, and working capital.

Other matters

Montoro has entered into a six-month consulting agreement with Zimtu Capital Corp. Compensation to Zimtu will be $30,000 plus goods and services tax. Zimtu administers a co-operative marketing opportunity generation program, including the provision of limited strategic services, on a cost-sharing basis.

Other services to be rendered include:

  • Providing opportunities, guidance, cost savings and assistance covering multiple aspects of being a public company;
  • Building financial, social media and business networks, and sharing costs with other public companies presenting at various conferences (that is, Cambridge House International, Prospectors & Developers Association of Canada) in a combined booth set-up;
  • Access to, and meetings with, market participants in Europe and North America as party of a program arranged by Zimtu;
  • At Montoro's request, Zimtu may internally or externally commission a newsletter writer to write articles regarding the business and prospects of Montoro and its projects.

The TSX-V may consider that these activities constitute investors relations and the consulting agreement is being filed as a material contract with the TSX-V and is subject to exchange acceptance before the services go into effect.

Montoro has also engaged 360 Aviation Services Inc. of Vancouver, B.C., to conduct investor relations on behalf of the company for a one-year contract.

360 Aviation shall provide the following services:

  • Introduce and liaise on behalf of Montoro with writers and publishers of relevant subscriber based publications, including newspapers, magazines -- both mining, business and financial;
  • Assist Montoro with respect to its public communication materials, including Montoro's website and presentations developed for industry meetings, conferences and trade shows;
  • Meet and communicate with corporate analysts, institutional and professional investors, retail clients and stockbrokers for the purpose of encouraging or promoting investment in Montoro;
  • Such other services as Montoro and 360 may from time to time agree upon.

Compensation to 360 will be $2,500 plus GST per month for the first six months and increased to $3,000 for the following six months.

Pamela A. Smith-Gander, the principal of 360, reports that 360 owns 2,733,200 common shares of the company at this time.

The above-mentioned transaction is subject to the approval of the regulatory authorities.

National Instrument 43-101 disclosure

Nicholas Rodway, PGeo, a qualified person as defined by National Instrument 43-101, has reviewed and approved the technical information above in this news release.

About International Montoro Resources Inc.

Montoro is focused on advancing its 100-per-cent-owned Serpent River-Elliot Lake, Northern Ontario, Pecors magnetic anomaly -- a potential nickel-copper-PGE (platinum-group metals) discovery. The southwestern portion of the property has located uranium/REE (rare earth elements) mineralization from previous drilling in the general area where Rio Algom discovered uranium. The property comprises 10 mineral claims (115 units), or approximately 1,840 hectares.

We seek Safe Harbor.

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