February 21, 2020 – Vancouver, B.C. – International Montoro Resources Inc. (TSX-V: IMT), (Frankfurt: O4T1), (the “Company”) Further to our news releases dated January 9th and February 6th, 2020, the Company announces that it will be applying to the TSX Venture Exchange for an extension to close its previously announced private placement to March 16, 2020. The Company announced its was offering up to 10,000,000 common share units (the “units”) at a price of $0.035 per unit to raise gross proceeds of up to $350,000 (the “Private Placement”). Each unit will consist of one (1) common share (the “Common Share”) and one warrant the (“Warrant”). Each full Warrant shall entitle the holder to acquire one (1) Common Share at a price of $0.05 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% 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 February 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 were paid and issued. The use of proceeds for the 1st 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 CEO/President’s wife participated in the 1st tranche closing of the Private Placement. Mr. 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” (the “Related Party”) as defined under Multilateral Instrument 61-101 (“Ml 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% 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% 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 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-REE property). The balance of $91,725 will maintain existing operation expenses as follows: Regulatory fees-$5,000; Legal & Accounting-$10,000; Investor & Shareholder Relations including travel & 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 above, 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 2nd tranche is subject to the prior approval of the TSX Venture Exchange.
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)
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.