February 6, 2019 – International Montoro Resources Inc. (TSX-V: IMT) (the “Company”). International Montoro Resources Inc. (“Montoro”) has entered into three arm’s length acquisition agreements with various vendors, to acquire over 3,500 ha of claims in the Cariboo mining division, British Columbia, with one claim block adjoining the well-known Wicheeda rare earth mineral project. The Wicheeda project was recently acquired by Defense Metals Corp. (TSX.V: DEFN) from Spectrum Mining Corporation that made the original REE discovery from drilling in 2008 & 2009.
The Wicheeda Properties:
The Wicheeda properties are located approximately 80 km northeast of the city of Prince George, and approximately 50km east of the community of Bear Lake, British Columbia; are readily accessible by all-weather gravel roads and is close to major infrastructure including power transmission lines, railway and major highways. Geologically, they are situated in the Foreland Belt and within the Rocky Mountain Trench, a major continental geologic feature. The Foreland belt contains part of a large alkaline igneous province stretching from the Canadian Cordillera to the southwestern United States and hosts several carbonatite and alkaline complexes among which the Aley (niobium), Rock Canyon (REE), and Wicheeda (REE) alkaline complexes contain the highest concentrations of Rare Earth Element minerals.
In 2010 an Airborne Geophysical Survey was conducted by Aeroquest, and soil geochemical sampling by Electric Metals on behalf of Montoro was completed over a portion of the Wicheeda North claims. The airborne geophysical program consisted of 654 line kilometers of AeroTEM helicopter-borne, time domain electromagnetic plus radiometric surveying flown at high resolution 50 meter line spacing. The survey covered a 29.4 square kilometer area and was successful in mapping the magnetic and conductive properties of the geology. Within the assessment report from 2010, AR#32361, the report contains observations and notes from Intrepid Geophysics and states “The electromagnetic data suggests that there may be an un-mapped fault in the center of the block. The magnetic data shows a subtle feature in the center of the block, slightly offset from the interpreted fault. It is recommended that the airborne survey be followed up by a geochemical survey and property scale mapping.”
According to Spectrum Mining Corporation’s paper presented at the 5th Annual Minerals South Conference & Trade Show in October 2009, (click for the 5th Annual Minerals South Conference -Cranbrook, B. C. -Abstracts); Spectrum completed a total of nineteen diamond drill holes in 2008 and 2009. In 2008, 4 BTW size holes totaling 866m intersected significant rare earth mineralization in the “Main Zone” cerium soil anomaly at Wicheeda. The best drill intercept was a 48.64 m interval in hole 2008-02 that returned 3.55% REE. In 2009, fifteen NTW diamond drill holes totaling 1824m were drilled again into the “Main Zone” from 2 new drilling platforms. Ten holes drilled on the Main Zone intersected further intervals of REE-bearing carbonatite from surface to variable depths. Significant intervals were; a 72.0 m interval that returned 2.92% REE, and a 144 m interval that returned 2.20% REE in three separate holes. (See BC Ministry of Energy, Mines and Petroleum Resources, AR30873). The 2009 drilling suggests that mineralization remains open in all directions, including to the north in the direction of the Wicheeda North claims.
According to a B.C. Government MINFILE #0931033 the following is a summary of the Wicheeda South (fluorite grid) claims. The area is underlain by limestone, marble, siltstone, argillite and calcareous sedimentary rocks that have been assigned to the Upper Cambrian to Lower Ordovician Kechika Group. These have been intruded by carbonatite and syenite intrusions. In 2009, a program of rock geochemical sampling and prospecting was completed. Grab sample (W109-KM02) returned 7064 ppm Cerium, 4461 ppm Lanthanum, and 1387 ppm Neodymium, or approximately 1.29% combined (BC Ministry of Energy, Mines and Petroleum Resources, AR#31477). The soil sampling survey outlined a large multi element (Lanthanum) anomaly over 1 km long.
All previous work is of a historical nature, and may not have been conducted under NI 43-101 standards, therefore assay results cannot necessarily be relied upon. Montoro intends to confirm the reported mineralization on its claims with the Company’s own sampling program.
Details of the Acquisitions:
- Wicheeda North: Pursuant to the Agreement, in order to complete the acquisition the Company must:
- Pay the Vendors an aggregate of $50,000 as follows:
- $25,000 upon TSXV approval;
- $25,000 within one year of signing the agreement
- Issue to the Vendors an aggregate of 1,000,000 Units upon TSXV approval. Each Unit consists of one common share of the Company and one transferable share purchase warrant (the “Warrant”) entitling the holder to acquire a further common share of the Company at a price of $0.10 for two years from issuance.
- Agree to a 2% Net Smelter Return Royalty (“NSR”). The Company may acquire one-half of the NSR for $1 million within five years of the Agreement Date.
- Pay the Vendors an aggregate of $50,000 as follows:
- Wicheeda South: Similar terms to the Wicheeda North Agreement
- Wichcika Creek: Pursuant to the Agreement, in order to complete the acquisition the Company must:
- Pay the Vendors an aggregate of $40,000 upon TSXV approval;
- Issue to the Vendors an aggregate of 700,000 Units upon TSXV approval. Each Unit consists of similar terms as above mentioned.
- Agree to a 2% NSR with a buy-out of one-half of the NSR for $1 million
Private Placement Financings:
Montoro also announces that it intends to complete a non-brokered private placement (the “Financing”) of up to 2,700,000 flow-through common share Units (“FTS”) of the Company at a price of $0.075 per FTS to raise gross proceeds of up to $202,500 and up to 6,000,000 non flow-through common share Units (“NFTS”) at a price of $0.05 per NFTS to raise gross proceeds of up to $300,000. Each FTS & NFTS Unit will consist of one common share of the Company and one two year transferable share purchase warrant (a “Warrant”) permitting the holder to acquire one additional share of the Company at $0.10.
In addition to relying upon other available prospectus exemptions to effect the Financing, a portion of the private placement may be completed 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 also confirms there is no material fact or material change related to the Company which has not been general disclosed.
The Company may pay commissions of 8% to eligible parties in connection with this financing, payable either in cash and/or in warrants. The Common Shares and Warrants are subject to a statutory hold period and the Financing is subject to TSX Venture Exchange (“TSXV”) approval.
The Company intends to use the proceeds from the Financing for property payments, exploration on current acquisitions as well as previously held properties, and working capital.
The TSXV may consider that these activities constitute investors relations and the Consulting Agreement is being filed as a material contract with the TSXV and is subject to Exchange acceptance before the services go into effect.
- Montoro has entered into a six month Consulting Agreement with Zimtu Capital Corp. (TSX.V: ZC) (“Zimtu”). Compensation to Zimtu will be $30,000 + GST. Zimtu administers a cooperative marketing opportunity generation program, including the provision of limited strategic services, on a cost-sharing basis.Other Services to be rendered include:
- Providing opportunities, guidance, cost savings and assistance covering multiple aspects of being a public company.
- Building financial, social media, and business networks;, and sharing costs with other public companies presenting at various conferences (ie. Cambridge House International, PDAC, etc.) in a combined booth setup.
- Access to, and meetings with, market participants in Europe and North America as party of a program arranged by Zimtu.
- At Montoro’s request, Zimtu may internally or externally commission a newsletter writer to write articles regarding the business and prospects of Montoro and its projects.
- Montoro has also engaged 360 Aviation Services Inc. (“360”) of Vancouver, B.C. to conduct investor relations on behalf of the Company for a one year contract.360 shall provide the following Services:
- Introduce and liaise on behalf of Montoro with writers and publishers of relevant subscriber based publications, including newspapers, magazines – both mining, business and financial;
- Assist Montoro with respect to its public communication materials, including Montoro’s website and presentations developed for industry meetings, conferences and tradeshows;
- Meet and Communicate with corporate analysts, institutional and professional investors, retail clients and stockbrokers for the purpose of encouraging or promoting investment in Montoro;
- Such other services as Montoro and 360 may from time to time agree upon.
Compensation to 360 will be Cdn. $2,500 + GST per month for the first six months and increased to $3,000 for the following six months.
Ms. Pamela A. Smith-Gander, the principal of 360, reports that 360 owns 2,733,200 common shares of the Company at this time.
The above-mentioned transaction is subject to the approval of the regulatory authorities.
NI 43-101 Disclosure:
Nicholas Rodway, P.Geo., a Qualified Person as defined by National Instrument 43-101, has reviewed and approved the technical information above in this news release.
About International Montoro Resources Inc.
Montoro is focused on advancing its 100%-owned Serpent River – Elliot Lake, Northern Ontario, Pecors magnetic anomaly – a potential Ni-Cu-PGE discovery. The southwestern portion of the property has located Uranium/REE mineralization from previous drilling in the general area where Rio Algom discovered uranium. The property comprises 10 mineral claims (115 units), or approximately 1,840 ha
In February 2018 Montoro received approval for the acquisition of the Duhamel, Quebec property. The Ni-Cu-Co prospect consisted of nine (9) mineral claims comprising 500 ha. Additional staking of thirty-two (32) adjoining mineral claims and compiling of data has been underway since February; and the expanded property now totals approximately 2,300 ha and prospective for Titanium, Vanadium, and Chromium.
In addition the Company owns jointly with Belmont Resources Inc. (50/50) its Crackingstone (982 ha, 2,427 acres) Uranium properties in the Uranium City District, Northern Saskatchewan, and is seeking a joint venture partner to continue development of this advanced property.
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.