January 17, 2020 – Vancouver, B.C. – International Montoro Resources Inc. (TSX-V: IMT), (Frankfurt: O4T1), (the “Company”). Further to our news release of January 9, 2020 the Company has received conditional approval of the discretionary waiver financing, as the proposed subscription price is below the minimum allowed, pursuant to the policies.
The Company proposes to proceed with a non brokered private placement (the “Financing”) of up to $350,000 with 10.0 million units to be issued at $0.035. Each unit will comprise of one common share and one transferable share purchase warrant (a “Warrant”). Each whole warrant will permit the holder to acquire one additional common share of the Company at a price of $0.05 for two years from closing.
The Company may pay commissions of 8% to eligible parties in connection with this Financing, payable either in cash and/or in warrants.
Depending on demand and regulatory requirements, a portion of the Financing may be made in accordance with the provisions of the “Existing Shareholder Exemption”. Subject to applicable securities laws, the Company will permit each person or company who, as of January 16, 2020 (being the record date set by the Company pursuant to Multilateral CSA Notice 45-313 – Prospectus Exemption for Distributions to Existing Security Holders) (“CSA 45-313”), who hold common shares as of that date (a “Current Shareholder”) to subscribe for the Units that will be distributed pursuant to the Financing, provided that the Existing Security Holder Exemption is available to such person or company. Pursuant to CSA 45-313, each subscriber relying on the Existing Security Holder Exemption may subscribe for a maximum of 300,000 Units, being such amount of Units that results in an acquisition cost of less than or equal to $15,000 for such subscribers, unless a subscriber is resident in a jurisdiction of Canada and has obtained advice regarding the suitability of the investment from a registered investment dealer (in which case such maximum subscription amount will not apply). In the event that aggregate subscriptions for Units under the Financing exceeds the maximum number of securities to be distributed, then Units will be sold to qualifying subscribers on a pro rata basis based on the number of Units subscribed for. Any Current Shareholder subscribing for Units pursuant to a prospectus exemption other than the Existing Security Holder Exemption will not be limited to a maximum of 300,000 Units or 300,000 FT Shares.
In addition to conducting the Financing pursuant to the Existing Security Holder Exemption, the Company will also accept subscriptions for Units where other prospectus exemptions are available such as close personal friends and business associates of directors and officers of the Company, accredited investors and in accordance with the exemption set out in BC Instrument 45-536 (Exemption from prospectus requirement for certain distributions through an investment dealer), (the “Investment Dealer Exemption”).
The Company confirms there is no material fact or material change relating to the Company which has not been generally disclosed.
The Company intends to use the net proceeds from the Financing for continued exploration on its existing properties (Serpent River-Pecors; Wicheeda North, & Duhamel). This will account for approximately $250,000.
The balance of $100,000 will maintain existing operation expenses as follows: Regulatory Fees – $5,000; Office Rent & Communication expenses – $5,000; Transfer Agent Fees -2,000; Legal & Accounting – $15,000; Partial loan & interest repayment – $15,000; Investor & Shareholder Relations including travel & advertising – $15,000; Management Fees – $10,000; Outstanding Payables & Unallocated Working Capital -$33,000.
While the Company intends to spend the net proceeds from the Financing as stated above, there may be circumstances where, for sound business reasons, funds may be reallocated at discretion of the Board.
The closing of the Private Placement Financing, including the issuance of the securities and the finder’s fees are subject to Exchange approval.
About International Montoro Resources Inc.
Int. Montoro Resources Inc. 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, Ontario ( Camping Lake – Au prospect)
- Elliot Lake, Ontario (Serpent River/Pecors –Ni-Cu-PGE discovery) & (Uranium- REE’s)
- Quebec (Duhamel –Ni-Cu-Co prospect & Titanium, Vanadium, and Chromium prospect)
- Prince George, British Columbia (Wicheeda North – Rare Earth Elements prospect)
- Uranium City, Saskatchewan (Crackingstone -50% Interest in Uranium discovery)
ON BEHALF OF THE BOARD
President/CEO and Director
Disclaimer for Forward-Looking Information:
Certain statements in this release are forward-looking statements which reflect the expectations of management. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. These forward-looking statements reflect management’s current views and are based on certain expectations, estimates and assumptions which may prove to be incorrect.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.