NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN THE UNITED STATES.
Montreal, Quebec, Canada, December 23, 2016 – MONARQUES GOLD CORPORATION (“Monarques” or the “Corporation”) (TSX-V: MQR) (FRANKFURT: MR7) is pleased to announce that it has closed the second tranche of a non-brokered private placement (the “Offering”) by the issuance of 1,330,000 flow-through shares (the “FT Shares”) at a price of $0.35 per FT Share for a total of $465,500.
The aggregate gross proceeds of the Offering amounts to $1,533,745.50 and will be used by the Corporation to incur exploration expenses on its mining properties located in the province of Québec.
Two directors of the Corporation have subscribed flow-through shares in the second tranche of the Offering as follows: 15,000 FT Shares were subscribed by Mr. Guy Bourassa and 20,000 FT Shares were subscribed by Mr. Michel Baril, directors of the Corporation, which constitute “related parties transactions” within the meaning of Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions (“Regulation 61-101”) and TSX Venture Exchange Policy 5.9 – Protection of Minority Security Holders in Special Transactions. However, the directors of the Corporation who voted in favour of the Offering have determined that the exemptions from formal valuation and minority approval requirements provided for respectively under subsections 5.5(a) and 5.7(1)(a) of Regulation 61-101 can be relied on as neither the fair market value of the FT Shares issued to Mr. Bourassa or Mr. Baril nor the fair market value of the consideration paid exceed 25% of the Corporation’s market capitalization. None of the Corporation’s directors has expressed any contrary views or disagreements with respect to the foregoing.
A material change report in respect to this related party transaction will be filed by the Corporation but could not be filed earlier than 21 days prior to the closing of the Offering due to the fact that the terms of the participation of each of the non-related parties and the related party in the Offering were not confirmed.
All securities issued pursuant to this Offering are subject to a restricted period of four months and a day.
The Corporation paid each of Canaccord Genuity Corp. and Red Cloud Klondike Strike Inc., acting as finders pursuant to the Offering (the “Finders”), in consideration for their services rendered in connection with the Offering, a cash commission of $12,040 and granted to each 34,400 Finders’ Options to purchase up to 34,400 common shares in the capital stock of the Corporation, at a price of $0.35 per common share, within a delay of 18 months after the closing of the Offering.
The securities issued under the Offering have not been registered under the United States Securities Act of 1933 (the “Act”) or any state securities laws and, accordingly, may not be offered or sold to, except in compliance with exemptions from the registration requirements of the Act and applicable state securities laws. This press release does not constitute an offer to sell any securities or a solicitation of an offer to purchase any securities, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification of the securities under the securities laws or an exemption from the application of such laws.
ABOUT MONARQUES GOLD CORPORATION
Monarques Gold is a growing junior gold company focused on becoming the leading explorer and developer of gold properties in the Val-d’Or/Abitibi gold camp in Quebec, Canada. The Corporation currently has approximately 196 km2 of gold exploration properties (see map) along the Cadillac Break, including its main asset, the Croinor Gold mine, which has a great potential to become a producing mine. Monarques Gold is well financed and has close to $9 million in credits from Quebec’s Ministry of Energy and Natural Resources.
The forward-looking statements in this press release involve known and unknown risks, uncertainties and other factors that may cause Monarques’ actual results, performance and achievements to be materially different from the results, performance or achievements expressed or implied therein. 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 press release.