Mr. Gary Musil reports
INT. MONTORO RESOURCES INC. -- A PRIVATE PLACEMENT UPDATE
Further to the news releases dated Jan. 9 and Feb. 6, 2020, International Montoro Resources Inc. will apply to the TSX Venture Exchange for an extension to March 16, 2020, for the closing of its previously announced private placement. The company announced it was offering up to 10 million common share units at a price of 3.5 cents per unit to raise gross proceeds of up to $350,000. Each unit will consist of one common share and one warrant. Each full warrant shall entitle the holder to acquire one common share at a price of five cents for a period of 24 months.
The pricing of the private placement was made in reliance on the temporary relief measures established by the TSX Venture Exchange bulletin dated April 7, 2014. The price per common share was set at the last trading price on the TSX Venture Exchange before the issuance of the initial press release.
The company may pay commissions of 8 per cent to eligible parties in connection with this private placement, payable either in cash and/or in warrants, in accordance with the policies of the TSX-V.
As announced on Feb. 6, 2020, the company closed its first tranche as to 5,465,000 units for gross proceeds of $191,275. A finder's fee of $2,800 cash and 80,000 warrants was paid and issued. The use of proceeds for the first tranche will be for continued exploration on existing properties: $50,000; incurred exploration expenses payable: $35,000; regulatory fees: $2,000; office rent and communication expenses: $5,000; transfer agent fees: $1,000; legal and accounting: $8,000; partial loan and interest repayment: $15,000; investor and shareholder relations, including travel and advertising: $10,000; management fees: $10,000; and outstanding payables and unallocated working capital: $55,275. While the company intends to use the proceeds as stated herein, there may be circumstances where, for sound business reasons, funds may be reallocated at the discretion of the board.
The chief executive officer/president's wife participated in the first tranche closing of the private placement. Gary Musil has trading authority over her account. The participation in the private placement by directors and executive officers of the company may be considered a related-party transaction as defined under Multilateral Instrument 61-101. The company has determined that exemptions from the formal valuation and minority shareholder approval requirements under Ml 61-101 are available. In particular, the company has determined that the exemptions set out in paragraphs (a) and (b) in Section 5.5 of Ml 61-101 are applicable since the aggregate consideration to be paid by the related party does not exceed 25 per cent of the market capitalization of the company and the company is not listed on the Toronto Stock Exchange, but only on the TSX Venture Exchange. In addition, regarding the minority shareholder approval exemptions, the independent directors have determined that the exemptions set out in paragraphs (l)(a) and (b) in Section 5.7 of Ml 61-101 are applicable in that the aggregate consideration to be paid by the related party does not exceed 25 per cent of the market capitalization of the company, the distribution of the securities to the related party has a fair market value of not more than $10,500, and the company is not listed on the Toronto Stock Exchange, but only on the TSX Venture Exchange.
The company intends to use the additional $158,725 in proceeds to be raised from the private placement for continued exploration on its existing properties: $30,000; already incurred expenses: $12,000 (Serpent River); and $25,000 on previously approved property payments (Wicheeda North rare earth element property). The balance of $91,725 will maintain existing operation expenses as follows: Regulatory fees: $5,000; legal and accounting: $10,000; investor and shareholder relations, including travel and advertising: $5,000; management fees: $5,000; outstanding payables and unallocated working capital: $66,725.
While the company intends to spend the net proceeds from the offering as stated herein, there may be circumstances where, for sound business reasons, funds may be reallocated at the discretion of the board.
The securities issued under the private placement, and the common shares that may be issuable on exercise of the warrants, are subject to a statutory hold period expiring four months and one day from the date of closing. The closing of the second tranche is subject to the prior approval of the TSX Venture Exchange.
About International Montoro Resources Inc.
International Montoro Resources, listed on the TSX Venture Exchange for over 25 years, is a Canadian-based emerging resource company. The company is systematically exploring its extensive property positions in:
- Red Lake, Ont. (Camping Lake: gold prospect);
- Elliot Lake, Ont. (Serpent River/Pecors: nickel-copper-platinum-group-element discovery and uranium rare earth elements);
- Quebec (Duhamel: nickel, copper and cobalt prospect and titanium, vanadium and chromium prospect);
- Prince George, B.C. (Wicheeda North: rare earth element prospect).
We seek Safe Harbor.
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