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Montero Mining and Exploration Ltd (2)
Symbol MON
Shares Issued 38,647,485
Close 2023-12-29 C$ 0.20
Market Cap C$ 7,729,497
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Montero Mining arranges $800,000 private placement

2023-12-29 12:05 ET - News Release

Dr. Antony Harwood reports

MONTERO ANNOUNCES $800,000 NON-BROKERED PRIVATE PLACEMENT AND SHARE FOR DEBT EXCHANGE

Montero Mining and Exploration Ltd. intends to complete a non-brokered private placement of up to 5,333,334 common shares of the corporation at a price of 15 cents per common share for gross proceeds of up to $800,000.

Montero intends to use the net proceeds from the offering for general corporate and working capital purposes. Completion of the offering is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange and applicable securities regulatory authorities. The corporation may pay finders' fees in connection with the offering in cash or securities or a combination thereof.

In addition, the corporation has agreed to settle $200,000 of debt owed to Dr. Antony Harwood, the corporation's chief executive officer, and certain other creditors, in consideration for the issuance of 1,300,813 common shares at a deemed price of 15.375 cents per common share. The debts are payable in respect of expenses accruing since 2021. The closing of the debt settlement is subject to the approval from TSX-V. The corporation expects that the proposed debt settlement will assist the company in preserving its cash for working capital and the board of directors of the corporation believes the debt settlement is in the best interests of the corporation.

Dr. Harwood is an insider of the corporation, and, accordingly, the issuance of common shares to an insider in connection with the debt settlement will be considered a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transaction. The corporation is relying on the exemption 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 consideration of the shares to be issued to Dr. Harwood in connection with the debt settlement is not expected to exceed 25 per cent of the corporation's market capitalization.

The securities to be issued pursuant to the offering and the debt settlement will be subject to a four-month-and-one-day statutory hold period from the date of issuance.

About Montero Mining and Exploration Ltd.

Montero is a junior exploration company focused on finding, exploring and advancing globally significant gold, silver and base metal deposits in Chile. Montero's board of directors and management have an impressive record of successfully discovering and advancing precious metal and copper projects. Montero trades on the TSX-V under the symbol MON and has 38,647,485 shares outstanding.

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