Vancouver, BC / TheNewswire / November 15, 2017: Miramont Resources Corp. (CSE: MONT) ("Miramont" or the "Company") is pleased to announce that it has completed its acquisition of all of the issued and outstanding shares of Puno Gold Corporation ("Puno Gold") in exchange for common shares of Miramont ("Common Shares"). The details of the transaction are set out in press releases issued by Miramont on June 5, 2017, August 28, 2017 and November 8, 2017. Pursuant to the transaction, the Company issued 0.88 of a Miramont common share ("Common Shares") in exchange for each issued and outstanding Puno Gold share. As a result, Miramont issued an aggregate of 15,048,000 Common Shares to the shareholders of Puno Gold in exchange for 17,100,000 Puno Gold shares.
In connection with the transaction, Miramont completed a private placement offering of units ("Units"), consisting of both a brokered portion, led by Red Cloud Klondike Strike Inc. and including Sprott Capital Partners, and a non-brokererd portion. The Units were sold at a price of CDN$0.30 per Unit, for aggregate gross proceeds of CDN$6,000,009.90 (the "Offering"). Each Unit is comprised of one Common Share of Miramont and one common share purchase warrant (a "Warrant"). Each Warrant entitles the holder to purchase one additional Common Share at a price of CDN$0.45 until November 14, 2019. The Company paid a total of $207,037.74 cash in agents' commissions and finder's fees and issued 673,827 agents' and finder's warrants. Each such warrant entitles the holder to purchase one Common Share at a price of $0.30 until November 14, 2019.
In accordance with applicable securities laws, all securities issued under the Offering are subject to a four month hold period expiring March 15, 2018.
After giving effect to the acquisition of Puno Gold and the Offering, the Company now has 50,098,297 Common Shares issued and outstanding.
The net proceeds of the Offering will be used to fund exploration on the Peruvian properties held by Puno Gold, which Miramont acquired pursuant to the Transaction, and for general working capital.
Additional information concerning the transaction and the Offering will be available from the Company's information filed on SEDAR.
New Board and Management
After completing the Transaction, Dr. Quinton Hennigh, PhD, P.Geo, a director of Puno Gold, was appointed to the board of directors of Miramont and has agreed to serve as Chairman of the board. Dr. Hennigh is an economic geologist with more than 25 years of experience with major gold mining firms including Homestake Mining, Newcrest Mining and Newmont Mining. Dr. Hennigh currently acts as President and a director of Novo Resources Corp.
The board of directors of the Company is now comprised of William Pincus, Tyson King, Quinton Hennigh, Gerald Shields and Gordon King. The management team is led by William Pincus as President and Chief Executive Officer, Tyson King as Vice President, Lesia Burianyk as Chief Financial Officer and Leah Hodges, who has resigned as a director but will continue to serve as Corporate Secretary.
Resumption of Trading
The Canadian Securities Exchange (the "Exchange") previously granted conditional approval of the listing of Miramont's Common Shares following the Transaction, subject to receipt of final submission documents. Pending satisfactory review of such final documents by the Exchange, it is expected that Miramont's Common Shares will resume trading on the Exchange, once the Exchange's conditions for final listing are satisfied and the Exchange has issued its final bulletin. The Company intends to issue a final news release once the Exchange bulletin is issued, announcing the anticipated date of resumption of trading.
