Vancouver, BC / TheNewswire / November 15, 2017: Miramont Resources Corp. (CSE: MONT) ("Miramont" or the "Company") is pleased to announce that it has completed its acquisition of all of the issued and outstanding shares of Puno Gold Corporation ("Puno Gold") in exchange for common shares of Miramont ("Common Shares"). The details of the transaction are set out in press releases issued by Miramont on June 5, 2017, August 28, 2017 and November 8, 2017. Pursuant to the transaction, the Company issued 0.88 of a Miramont common share ("Common Shares") in exchange for each issued and outstanding Puno Gold share. As a result, Miramont issued an aggregate of 15,048,000 Common Shares to the shareholders of Puno Gold in exchange for 17,100,000 Puno Gold shares.
In connection with the transaction, Miramont completed a private placement offering of units ("Units"), consisting of both a brokered portion, led by Red Cloud Klondike Strike Inc. and including Sprott Capital Partners, and a non-brokererd portion. The Units were sold at a price of CDN$0.30 per Unit, for aggregate gross proceeds of CDN$6,000,009.90 (the "Offering"). Each Unit is comprised of one Common Share of Miramont and one common share purchase warrant (a "Warrant"). Each Warrant entitles the holder to purchase one additional Common Share at a price of CDN$0.45 until November 14, 2019. The Company paid a total of $207,037.74 cash in agents' commissions and finder's fees and issued 673,827 agents' and finder's warrants. Each such warrant entitles the holder to purchase one Common Share at a price of $0.30 until November 14, 2019.
In accordance with applicable securities laws, all securities issued under the Offering are subject to a four month hold period expiring March 15, 2018.
After giving effect to the acquisition of Puno Gold and the Offering, the Company now has 50,098,297 Common Shares issued and outstanding.
The net proceeds of the Offering will be used to fund exploration on the Peruvian properties held by Puno Gold, which Miramont acquired pursuant to the Transaction, and for general working capital.
Additional information concerning the transaction and the Offering will be available from the Company's information filed on SEDAR.
New Board and Management
After completing the Transaction, Dr. Quinton Hennigh, PhD, P.Geo, a director of Puno Gold, was appointed to the board of directors of Miramont and has agreed to serve as Chairman of the board. Dr. Hennigh is an economic geologist with more than 25 years of experience with major gold mining firms including Homestake Mining, Newcrest Mining and Newmont Mining. Dr. Hennigh currently acts as President and a director of Novo Resources Corp.
The board of directors of the Company is now comprised of William Pincus, Tyson King, Quinton Hennigh, Gerald Shields and Gordon King. The management team is led by William Pincus as President and Chief Executive Officer, Tyson King as Vice President, Lesia Burianyk as Chief Financial Officer and Leah Hodges, who has resigned as a director but will continue to serve as Corporate Secretary.
Resumption of Trading
The Canadian Securities Exchange (the "Exchange") previously granted conditional approval of the listing of Miramont's Common Shares following the Transaction, subject to receipt of final submission documents. Pending satisfactory review of such final documents by the Exchange, it is expected that Miramont's Common Shares will resume trading on the Exchange, once the Exchange's conditions for final listing are satisfied and the Exchange has issued its final bulletin. The Company intends to issue a final news release once the Exchange bulletin is issued, announcing the anticipated date of resumption of trading.
On behalf of the Board of Directors,
MIRAMONT RESOURCES CORP.
William Pincus, CEO and President
For more information contact the Company at:
Telephone: (778) 968-8494
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities.
This release includes certain statements and information that may constitute forward-looking information and forward-looking statements within the meaning of applicable securities laws. All statements in this news release, other than statements of historical facts, including statements regarding future estimates, plans, objectives, assumptions or expectations of future performance, including but not limited to statements with respect to the use of the net proceeds of the Offering, are forward-looking statements and contain forward-looking information. Generally, forward- looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". Forward-looking statements are based on certain material assumptions and analysis made by the Company and the opinions and estimates of management as of the date of this news release. These forward- looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward- looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
NOT FOR DISTRIBUTION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW