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or Name
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Monarques Gold Corp
Symbol MQR
Shares Issued 125,837,331
Close 2016-12-23 C$ 0.31
Market Cap C$ 39,009,573
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Monarques closes $465,500 second tranche of placement

2016-12-23 11:10 ET - News Release

Mr. Jean-Marc Lacoste reports

MONARQUES GOLD ANNOUNCES THE CLOSING OF THE SECOND TRANCHE OF A FLOW-THROUGH FINANCING FOR A TOTAL AMOUNT OF $1,533,745.50

Monarques Gold Corp. has closed the second tranche of a non-brokered private placement by the issuance of 1.33 million flow-through shares at a price of 35 cents per share for a total of $465,500.

The aggregate gross proceeds of the offering amount to $1,533,745.50 and will be used by the corporation to incur exploration expenses on its mining properties located in the province of Quebec.

Two directors of the corporation have subscribed flow-through shares in the second tranche of the offering as follows: 15,000 shares were subscribed by Guy Bourassa and 20,000 shares were subscribed by Michel Baril, which constitute related party transactions within the meaning of Regulation 61-101 respecting protection of minority securityholders in special transactions and TSX Venture Exchange Policy 5.9 -- protection of minority securityholders in special transactions. However, the directors of the corporation who voted in favour of the offering have determined that the exemptions from formal valuation and minority approval requirements provided for respectively under subsections 5.5(a) and 5.7(1)(a) of Regulation 61-101 can be relied on, as neither the fair market value of the flow-through shares issued to Mr. Bourassa or Mr. Baril, nor the fair market value of the consideration paid, exceed 25 per cent of the corporation's market capitalization. None of the corporation's directors has expressed any contrary views or disagreements with respect to the foregoing.

A material change report in respect to this related party transaction will be filed by the corporation, but could not be filed earlier than 21 days prior to the closing of the offering due to the fact that the terms of the participation of each of the non-related parties and the related party in the offering were not confirmed.

All securities issued pursuant to this offering are subject to a restricted period of four months and one day.

The corporation paid each of Canaccord Genuity Corp. and Red Cloud Klondike Strike Inc., acting as finders pursuant to the offering, in consideration for their services rendered in connection with the offering, a cash commission of $12,040, and granted to each finder options to purchase up to 34,400 common shares in the capital stock of the corporation at a price of 35 cents per common share within a delay of 18 months after the closing of the offering.

We seek Safe Harbor.

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