Montréal, Québec, Canada, November 30, 2022 – MONARCH MINING CORPORATION (“Monarch” or the “Corporation”) (TSX: GBAR) (OTCQX: GBARF) announces that it is proceeding with a non-brokered private placement (the “Offering”) of a minimum of 15,384,615 and a maximum of 76,923,077 common shares (the “Shares”) at a price of $0.065 per Share, for a minimum of $1,000,000 and a maximum of $5,000,000 in gross proceeds. The Corporation also reserves the option to increase the size of the Offering by an additional 20% of the maximum amount of the Offering, equivalent to $1,000,000.
The Shares will be offered by way of the “accredited investor” and “minimum amount investment” exemptions under National Instrument 45-106 – Prospectus Exemptions (the “National Instrument 45-106”) and similar exemptions in Canada, and the Shares may be sold to offshore jurisdictions and in the United States on a private placement basis pursuant to one or more exemptions from the registration requirements of the United States Securities Act of 1933, as amended. In addition, the Corporation has decided that the Offering will also be open to participation by existing Monarch shareholders resident in Canada (the “Eligible Monarch Shareholders”) of record as of the close of business on November 16, 2022 (the “Record Date”) pursuant to Regulation 45-513 respecting Prospectus Exemption for Distribution to Existing Security Holders, and similar prospectus exemptions in other provinces of Canada (the “Existing Shareholder Exemption”).
As indicated above, the Offering is open to Eligible Monarch Shareholders. Shareholders interested in participating in the Offering in reliance upon the Existing Shareholder Exemption should contact, or have their registered broker contact, Mathieu Séguin, Vice President, Corporate Development of the Corporation, at email@example.com or 1-888-994-4465 to obtain a copy of the subscription agreement for the Shares. In the subscription agreement, subscribers who are Eligible Monarch Shareholders will be required to represent and warrant that they held Shares of Monarch on the Record Date and will continue to hold Shares on the Closing Date, indicate the total number of Shares they wish to subscribe for at a price of $0.065 per Share and provide funds, by wire transfer or by cheque, to purchase the Shares. The Offering is being allocated to Eligible Monarch Shareholders and investors with a prospectus exemption under National Instrument 45-106 on a “first come, first served” basis wherein the subscribers who are first to submit a completed subscription agreement and pay the corresponding subscription proceeds will be accepted up until the $5,000,000 maximum amount of the Offering is reached.
The Existing Shareholder Exemption limits a shareholder to a maximum investment of $15,000 in a 12-month period unless the shareholder has obtained advice regarding the suitability of the investment from a person registered as an investment dealer.
At the Closing Date, the Corporation may pay a finder’s fee or commission to registered finders in connection with the sale of Shares to subscribers introduced to the Corporation by such finder, as follows: (i) a cash finder’s fee or commission equal to 6% of the gross proceeds of the Offering; and (ii) compensation options (the “Compensation Warrants”) equal to 6% of the number of Shares sold under the Offering. Each Compensation Warrant is exercisable to acquire one Share of the Corporation at a price of $0.065 per Share over a period of 12 months following the Closing Date.
Use of proceeds of the Offering
Closing of the Offering is expected to occur on or before December 20, 2022 and is subject to the approval of the TSX and other customary closing conditions. The Corporation reserves the right to close the Offering in one or more tranches. All securities issued pursuant to the Offering are subject to a statutory four month and one day hold period in Canada following the Closing Date.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. persons absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. "United States" and "U.S. person" are as defined in Regulation S under the U.S. Securities Act.
Monarch Mining Corporation (TSX: GBAR) (OTCQX: GBARF) is a gold mining company that owns four projects, including the Beaufor Mine, which is currently on care and maintenance and has produced more than 1 million ounces of gold over the last 30 years. Other assets include the Croinor Gold, McKenzie Break and Swanson properties, all located near Monarch’s wholly owned Beacon Mill with a design capacity of 750 tpd. Monarch owns 29,504 hectares (295 km2) of mining assets in the prolific Abitibi mining camp that host a combined measured and indicated gold resource of 666,882 ounces and a combined inferred resource of 423,193 ounces.
All statements, other than statements of historical fact, contained in this press release including, but not limited to those describing the timeline of the initiatives described in this press release, the entering into or more sale agreements, debt settlement agreements, merger or other combination business agreements, the Corporation’s commitments and initiatives outlined in the press release, the intended results of the initiatives described in this press release, the positive impact of the foregoing on project economics, and those statements which are discussed under the “About Monarch” paragraph and elsewhere in the press release which essentially describe the Corporation’s outlook and objectives, constitute “forward-looking information” or “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of Canadian, and are based on expectations, estimates and projections as of the time of this press release. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Corporation as of the time of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. These estimates and assumptions may prove to be incorrect.
Forward-looking statements are subject to known or unknown risks and uncertainties that may cause actual results to differ materially from those anticipated or implied in the forward-looking statements. Risk factors that could cause actual results or events to differ materially from current expectations include, among others, the Corporation's ability to continue as a going concern, the Corporation being a going concern able to realize its assets and discharge its liabilities in the normal course of business as they come due into the foreseeable future, the generation of interest for its review of a range of alternatives, in either the sale of part or all of the Company or its assets, a merger or other business combination with another party, a potential investment in Monarch, a debt restructuring, or other strategic initiatives with the goal of maximizing return in respect of the Company’s assets, the ability of the Corporation to successfully implement its strategic initiatives and whether such strategic initiatives will yield the expected benefits, the availability of financing or financing on favorable terms for the Corporation, the business conditions of the Corporation will not change In a materially adverse manner, expectations that the business of the Corporation will continue in the ordinary course, litigation as well as cash flow and capital structure risks and general business risks. A further description of risks and uncertainties can be found in Monarch's Annual Information Form dated September 28, 2022, including in the section thereof captioned “Risk Factors”, which is available on SEDAR at www.sedar.com. Unpredictable or unknown factors not discussed in this Cautionary Note could also have material adverse effects on forward-looking statements.
Many of these uncertainties and contingencies can directly or indirectly affect, and could cause, actual results to differ materially from those expressed or implied in any forward-looking statements. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are provided for the purpose of providing information about management’s expectations and plans relating to the future. The Corporation disclaims any intention or obligation to update or revise any forward-looking statements or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law.
Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the manuals of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this release.
Table 1: Monarch combined gold resources
1 Source: NI 43-101 Technical Report and Mineral Resource Estimate for the Beaufor Mine Project, October 13, 2021, Val-d’Or, Québec, Canada, Charlotte Athurion, P. Geo., Pierre-Luc Richard, P. Geo., and Dario Evangelista, P. Eng., BBA Inc.
2 Source: NI 43-101 Technical Report and Mineral Resource Estimate for the Croinor Gold Project, June 17, 2022, Val-d’Or, Québec, Canada, Olivier Vadnais-Leblanc, P.Geo., Carl Pelletier, P.Geo. and Eric Lecomte, P.Eng., InnovExplo Inc.
3 Source: NI 43-101 Technical Evaluation Report on the McKenzie Break Property, October 14, 2021, Val-d’Or, Québec, Canada, Alain-Jean Beauregard, P.Geo., Daniel Gaudreault, P.Eng., of Geologica Groupe-Conseil Inc., and Merouane Rachidi, P.Geo., Claude Duplessis, P.Eng., of GoldMinds GeoServices Inc.
4 Source: NI 43-101 Technical Report and Mineral Resource Estimate for the Swanson Project, January 22, 2021, Val-d’Or, Québec, Canada, Christine Beausoleil, P. Geo. and Alain Carrier, P. Geo., InnovExplo Inc.
5 Numbers may not add due to rounding.