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.
TORONTO, ONTARIO--(Marketwire - Dec. 18, 2012) - Montero Mining and Exploration Ltd. (News - Market indicators) ("Montero" or the "Company") is pleased to announce that it intends to complete a best efforts non-brokered private placement financing of up to 8,000,000 units ("Units") at a price of $0.125 per Unit for gross proceeds of up to $1,000,000 (the "Offering").
Each Unit will be comprised of one common share ("Common Share") and one common share purchase warrant ("Warrant"). Each Warrant will entitle the holder to acquire one common share for $0.25 for a period of 24 months following the closing date of the financing. Where the closing price of the common shares equals or exceeds $0.30 for 20 consecutive trading days following the date that is four months and one day after the date of issuance of the Warrants, the Corporation shall have the right to require conversion of the Warrants at the exercise price therefore upon 30 days' notice.
The proceeds of the Offering will be used for exploration and general working capital purposes. The securities issued pursuant to the Offering will be subject to a statutory four month and one day hold period. The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange and applicable securities regulatory authorities.
The Company announces that it has reached an agreement to settle up to $700,000 in debt with arm's length and non-arm's length parties subject to regulatory approval. The indebtedness relates to the provision of services and consulting. The creditors will be issued Common shares on the same terms as the Offering but with no warrant attached being a total of up to 5,600,000 shares in settlement of up to $700,000 of debt.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons as defined under applicable securities laws unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Montero Mining & Exploration
Montero Mining and Exploration Ltd. is a mineral exploration and development company focused on achieving production of fine rare earth chemicals and metals primarily from at its flagship Wigu Hill project in Tanzania and the establishment of a rare earth refinery. With China's control over export quotas, it is becoming imperative that the rest of the world develops new rare earth resources to meet the increasing demand from "green" technology and high-tech applications. Montero has a highly experienced Board and Management team that has built and operated mines and refineries which brings significant credibility to our strategy of becoming a rare earth chemical producer. In addition to rare earths, Montero has phosphate assets in South Africa and uranium assets in Tanzania and Quebec, Canada for sale or joint venture.
Signed. Dr. Tony Harwood - President and CEO
CAUTIONARY STATEMENT: This News Release includes certain "forward-looking statements". This News Release includes certain "forward-looking statements". These statements are based on information currently available to Montero and Montero provides no assurance that actual results will meet management's expectations. Forward-looking statements include estimates and statements that Montero's future plans, objectives or goals, including words to the effect that Montero or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", or "plan". Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results relating to, among other things, results of exploration, project development, reclamation and capital costs of Montero's mineral properties, and Montero's financial condition and prospects, could differ materially from those currently anticipated in such statements for many reasons such as: changes in general economic conditions and conditions in the financial markets; changes in demand and prices for minerals; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; technological and operational difficulties encountered in connection with Montero's activities; and other matters discussed in this News Release and in filings made with securities regulators. This list is not exhaustive of the factors that may affect any of Montero's forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on Montero's forward-looking statements. Montero does not undertake to update any forward-looking statement that may be made from time to time by Montero or on its behalf, except in accordance with applicable securities laws.