NOT FOR DISTRIBUTION TO
Each Subscription Receipt is convertible into one common share in the capital of the Company (each, a "Common Share") upon the completion of certain Escrow Release Conditions (as defined below). The Company shall pay the Underwriters a cash fee equal to 4.0% of the aggregate purchase price of the Subscription Receipts sold under the Offering (other than the subscribers that were on the president's list) (the "Underwriting Fee").
The proceeds raised from the Offering will be used to pay the cash portion of the consideration payable pursuant to the proposed acquisition of a 100% interest (the "Transaction") in the Mankono-Sissédougou
The gross proceeds from the sale of the Subscription Receipts, less 25% of the Underwriting Fee and expenses related to the Offering were deposited and will be held in escrow by
The proceeds will be released from escrow, upon notice to
While held in escrow, the proceeds from the sale of the Subscription Receipts will accrue interest for the benefit of the Subscription Receiptholders as follows:
- 10.0% per annum, payable in cash (the "Cash Interest") on the earlier of (i) the satisfaction of the Escrow Release Conditions; and (ii) the Termination Date or such earlier date if the Escrow Release Conditions will not be met in accordance with the SRA; and
- 6.0% per annum payable in cash (the "Bonus Interest"), on the two month anniversary following the date hereof and each subsequent two month anniversary of the prior Bonus Interest payment date (each such two month period a "Bi-Monthly Period") until the earlier of (i) the satisfaction of the Escrow Release Conditions; and (ii) the Termination Date or such earlier date if the Escrow Release Conditions will not be met in accordance with the SRA. For certainty, no interest shall accrue in accordance with the foregoing and no Bonus Interest shall be payable for any partial Bi-Monthly Period.
The Bonus Interest will be paid to the Subscription Receiptholders in lieu of the "Interest Shares" as announced in the press release of the Company dated
The Subscription Receipts will not be listed on any stock exchange, though the Company has received the conditional approval of the TSX-V to list the Common Shares issuable upon conversion of the Subscription Receipts on the TSX-V.
Insiders of the Company participated in the Offering. Pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the Offering constitutes a "related party transaction" given the fact insiders of the Company subscribed for Subscription Receipts. The Company is relying on exemptions from the formal valuation and minority approval requirements of MI 61-101, specifically: (i) the valuation requirement of MI 61-101 by virtue of the exemption contained in Section 5.5(b), as the Common Shares are not listed on a market specified in MI 61-101, and (ii) the minority shareholder approval requirement of MI 61-101 by virtue of the exemption contained in Section 5.7(1)(a) of MI 61- 101, as the fair market value of the Subscription Receipts and the interest on the Subscription Receipts being issued and paid do not exceed 25% of the Company's market capitalization (as determined under MI 61-101). A material change report was not filed by the Company at least 21 days before the closing of the Offering, as the Company was seeking to close expeditiously to confirm funds for the Transaction. In the view of the Company, this approach is reasonable in the circumstances. The Offering was approved by all of the independent directors of the Company.
The Subscription Receipts and any underlying Common Shares are subject to a four-month and one day hold period under applicable Canadian securities laws ending on
The Subscription Receipts and the underlying Common Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "
ABOUT
Montage is a Canadian-based precious metals exploration and development company focused on opportunities in Côte d'Ivoire. The Company's flagship property is the Koné
TECHNICAL DISCLOSURE
The mineral reserve estimate for the Koné
For further details of the data verification undertaken, exploration undertaken and associated QA/QC programs, and the interpretation thereof, and the assumptions, parameters and methods used to develop the mineral reserve estimate for the Koné
The technical contents of this press release have been approved by
Neither the
FORWARD LOOKING STATEMENTS
This press release contains certain forward-looking information and forward-looking statements within the meaning of Canadian securities legislation (collectively, "Forward-looking Statements"). All statements, other than statements of historical fact, constitute Forward-looking Statements. Words such as "will", "intends", "proposed" and "expects" or similar expressions are intended to identify Forward-looking Statements. Forward looking Statements in this press release include statements related to the timing of closing of the Transaction, payment of the Cash Interest and any Bonus Interest, the satisfaction of the Escrow Release Conditions, the proposed use of proceeds from the Offering, the Company's resource properties and resource estimates, and the Company's plans, focus and objectives. Forward-looking Statements involve various risks and uncertainties and are based on certain factors and assumptions, including those set out in the DFS. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include uncertainties related to fluctuations in gold and other commodity prices, uncertainties inherent in the exploration of mineral properties, the impact and progression of the COVID-19 pandemic and other risk factors set forth in the Company's continuous disclosure documents filed from time to time on SEDAR. The Company undertakes no obligation to update or revise any Forward-looking Statements, whether as a result of new information, future events or otherwise, except as may be required by law. New factors emerge from time to time, and it is not possible for Montage to predict all of them, or assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any Forward-looking Statement. Any Forward-looking Statements contained in this press release are expressly qualified in their entirety by this cautionary statement.
SOURCE
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