MONARCH MINING CORPORATION
(“
Monarch” or
the “
Corporation”) (TSX: GBAR) (OTCQX: GBARF)
is pleased to announce that it has received shareholder approval by
written resolution for the private placement announced on March 16,
2022. The terms of the private placement, as announced in the March
16 press releases, and the process for obtaining shareholder
approval are described below.
The Corporation intends to complete a brokered
private placement for the issuance and sale of 20,000,000 units of
the Corporation (the “Units”) at a price of $0.60
per Unit (the “Subscription Price”), for aggregate
gross proceeds of $12,000,000 (the “Offering”).
Each Unit shall consist of one common share in the capital of the
Corporation (each a “Unit Share”) and one common
share purchase warrant of the Corporation (each whole warrant, a
“Unit Warrant”). Each Unit Warrant shall entitle
the holder thereof to purchase one common share in the capital of
the Corporation (each a “Warrant Share”) at a
price of $0.95 per Warrant Share for a period of 60 months
following the closing date of the Offering (the “Closing
Date”).
Stifel Nicolaus Canada Inc.
(“Stifel”) and Sprott Capital Partners LP intend
to act as co-lead agents and joint bookrunners under the Offering
(collectively, the “Agents”) on a best effort
private placement basis, pursuant to the terms and conditions of
(i) an engagement letter entered into between Stifel and the
Corporation on March 15, 2022 (the “Engagement
Letter”), as amended by an upsize engagement letter
entered into between Stifel and the Corporation on March 16, 2022
(the “Upsize Engagement Letter” and, collectively
with the Engagement Letter, the “Letter
Agreements”), and (ii) an agency agreement to be entered
among the Agents and the Corporation. The Letter Agreements were
negotiated at arm’s length between the Corporation and the
Agents.
The Agents have been granted an option (the
“Over-Allotment Option”), which may be exercised,
in whole or in part, at the Agents’ sole discretion and without
obligation, to purchase from the Corporation up to an additional
4,000,000 Units at the Subscription Price for additional aggregate
gross proceeds of up to $2,400,000. For the purposes hereof the
term “Offering” includes any Units issued upon
exercise of the Over-Allotment Option.
As compensation for their services, the Agents
shall, on the Closing Date, receive a cash commission of 6.0% of
the gross proceeds of the Offering (reduced to 3.0% in respect of
purchasers on the President’s List) and compensation options (the
“Compensation Options”) equal to 6.0% of the
number of Units sold in connection with the Offering (reduced to
3.0% in respect of purchasers on the President’s List). Each
Compensation Option shall entitle the holder thereof to subscribe
for one common share of the Corporation for a period of 24 months
from the Closing Date at a price of C$0.60 per common share.
Pursuant to the Offering, the Units will be
offered on a private placement basis to certain persons (the
“Subscribers”) (i) in Canada pursuant to
prospectus exemptions in accordance with Regulation 45-106
respecting Prospectus Exemptions and National Instrument 45-106
Prospectus Exemptions and; (ii) to investors in the United States
pursuant to available exemptions from the registration requirements
of the United States Securities Act of 1933, as amended; and (iii)
to investors resident in jurisdictions outside of Canada and the
United States, in each case in accordance with all applicable laws
provided that no prospectus, registration statement or similar
document is required to be filed in such foreign jurisdiction.
The Corporation intends to use the net proceeds
of the Offering to fund development expenditures at the Beaufor
Mine and Beacon Mill, and for general corporate purposes including
working capital.
The “market price” (as this term is defined in
the TSX Company Manual) of the common shares of the Corporation
listed on the Toronto Stock Exchange (the “TSX”)
was $0.6874 the day before the issuance of the press releases (the
“Market Price”).
If the Offering is completely subscribed and the
Over-Allotment Option fully exercised, the Corporation will issue
24,000,000 Unit Shares, 24,000,000 Unit Warrants and up to
1,440,000 Compensation Options and if following the closing of the
Offering, all the Unit Warrants and the Compensations Options that
are issued are fully exercised, the Corporation will issue up to
additional 25,440,000 common shares for a total of 49,440,000
common shares (the “Maximum Offering”) in the
capital of the Corporation representing dilution of approximately
58.23% in relation to the 84,906,750 common shares issued and
outstanding as of March 22, 2022.
In the event of the Maximum Offering, the
control of the Corporation will not be materially affected and will
not result in a holding by a Subscriber of more than 20% of the
issued and outstanding common shares of the Corporation and the
emergence of a new Insider (as this term is defined in the TSX
Company Manual) post-Offering calculated on a partially diluted
basis.
Alamos Gold Inc., an Insider of the Corporation
holding more than 10% of all the issued and outstanding common
shares of the Corporation and Mathieu Seguin a senior officer and
Insider of the Corporation have expressed their interest to
subscribe for respectively 1,666,667 Units for an amount of
$1,000,000 and 200,000 Units for an amount of $120,000 and upon the
issuance of i) the Unit Shares will represent approximately and
respectively 1.96% and 0.24% and ii) the Unit Shares and the
Warrant Shares approximately and respectively 3.93% and 0.47% in
relation to the 84,906,750 common shares issued and outstanding of
the Corporation as of March 22, 2022.
The TSX requires, pursuant to Section 607 (g) i)
of the TSX Company Manual, that shareholder approval of the
Corporation be obtained for an offering of common shares which is
greater than 25% of the number of listed common shares of the
Corporation issued and outstanding, calculated on a non-diluted
basis, prior to the Closing Date if the Subscription Price is less
than the Market Price.
The TSX requires, pursuant to Section 607 (i) of
the TSX Company Manual, that shareholder approval of the
Corporation be obtained if the price of the common shares
underlying the Compensation Options (the “Underlying
Shares”) is lower than the Market Price at the date of the
Letter Agreements.
The price of the Underlying Shares represents a
discount of approximately 12.71% in relation to the Market
Price.
There is not any voting trust agreement in force
as of the date hereof.
Pursuant to Section 604 (d) of the TSX Manual,
the TSX permits shareholder approval to be obtained by a written
resolution signed by shareholders of the Corporation holding more
than 50% of all the issued and outstanding common shares of the
Corporation. At least five business days before the closing of the
Offering, the Corporation shall issue a press release describing
the terms and conditions of the Offering and that it relies on an
exemption of holding a shareholder meeting to approve the
Offering.
As of March 28, 2022, the Corporation has
obtained the shareholder approval representing 59.05% of the issued
and outstanding common shares of the Corporation by way of a
written resolution, exceeding the required minimum of 50%+1 of the
TSX. Accordingly, the Corporation can now proceed with the closing
of the Offering and expects to do so on or about April 6, 2022
subject to the TSX approval.
About MonarchMonarch Mining
Corporation (TSX: GBAR) (OTCQX: GBARF) is a fully integrated mining
company that owns four projects, including the Beaufor Mine, which
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 750 tpd Beacon Mill. 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 478,982 ounces and
a combined inferred resource of 383,393 ounces.
Forward-Looking Statements The
forward-looking statements in this press release involve known and
unknown risks, uncertainties and other factors that may cause
Monarch’s actual results, performance and achievements to be
materially different from the results, performance or achievements
expressed or implied therein. These forward-looking statements
include statements relating the size of the Offering, the Closing
Date and the use of proceeds in connection with the Offering.
Neither TSX nor its Regulation Services Provider (as that term is
defined in the policies of the TSX) accepts responsibility for the
adequacy or accuracy of this press release.
FOR MORE INFORMATION:
Jean-Marc
Lacoste |
1-888-994-4465 |
President and Chief Executive Officer |
jm.lacoste@monarchmining.com |
|
|
Mathieu Séguin |
1-888-994-4465 |
Vice President, Corporate Development |
m.seguin@monarchmining.com |
|
|
Elisabeth Tremblay |
1-888-994-4465 |
Geologist and Communication Manager |
e.tremblay@monarchmining.com |
Monarch Mining (TSX:GBAR)
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