/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
MONTREAL, Dec. 13, 2018 /CNW/ - MONARQUES GOLD
CORPORATION ("Monarques" or the "Corporation") (TSX: MQR)
(OTCMKTS: MRQRF) (FRANKFURT: MR7) is pleased to announce that it
has closed a non‐brokered private placement (the "Offering") of an
aggregate of 3,029,606 flow‐through shares (the "FT Shares") at a
price of $0.33 per FT Share, for
aggregate gross proceeds of $999,769.98.
The aggregate gross proceeds of the Offering will be used by the
Corporation to incur exploration expenses on its mining properties
located in the province of Québec.
The Corporation paid to various finders cash fees equivalent to
a maximum of 6% of the gross proceeds raised by these finders.
All securities issued pursuant to this Offering are subject to a
restricted period of four months and a day, ending on April 14, 2019, under applicable Canadian
securities legislation.
Messrs. Jean-Marc Lacoste,
President and Chief Executive Officer of the Corporation,
Michel Baril, director of the
Corporation, Michel Bouchard,
director of the Corporation, Guy
Bourassa, director of the Corporation, Christian Pichette, director of the Corporation,
Alain Lévesque, Chief Financial Officer of the Corporation, and
Marc-André Lavergne, Vice-President Operations of the Corporation,
have subscribed for a total of 205,500 FT Shares under the
Offering, representing 6.78% of the gross proceeds of the Offering,
which constitutes a "related party transaction" 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 Messrs. Jean-Marc Lacoste, Michel Baril, Michel
Bouchard, Guy Bourassa,
Christian Pichette, Alain Lévesque
and Marc-André Lavergne 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.
This press release does not constitute an offer of securities
for sale in the United States or
to "U.S. persons" ("U.S. persons"), as such term is defined in
Regulation S promulgated under the United
States Securities Act of 1933, as amended (the "U.S.
Securities Act"). The securities being offered have not been, nor
will be, registered under the U.S. Securities Act or any state
securities laws, and may not be offered or sold in the United States or to U.S. persons absent
registration or an applicable exemption from such registration
requirements.
ABOUT MONARQUES GOLD CORPORATION
Monarques Gold Corporation (TSX: MQR) is an emerging gold mining
company focused on pursuing growth through its large portfolio of
high-quality projects in the Abitibi mining camp in Quebec, Canada. The Corporation currently owns
close to 300 km² of gold properties (see map), including the
Wasamac deposit (measured and indicated resources of 2.6 million
ounces of gold), the Beaufor Mine, the Croinor Gold (see video),
McKenzie Break and Swanson
advanced projects and the Camflo and Beacon mills, as well as other
promising exploration projects. It also offers custom milling
services out of its 1,600 tonne-per-day Camflo mill.
Forward-Looking Statements
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 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.
SOURCE Monarques Gold Corporation