LUXEMBOURG, June 28,
2022 /CNW/ - Lorito Holdings S.à.r.l. ("Lorito"), a
company controlled by a trust settled by the late Adolf H. Lundin, incorporated under the laws of
Luxembourg, 40, Boulevard Grande
Duchesse Charlotte, L-1330 Luxembourg, announced today that on
June 24, 2022 it had acquired
ownership and control of 8,571,429 subscription receipts
("SRs") of Montage Gold Corp. ("Montage" or the
"Company") (TSX-V: MAU) (OTCPK: MAUTF). The SRs were
acquired on a non-brokered basis directly from the Company pursuant
to a brokered private placement (the "Offering") of an
aggregate 28,571,429 SRs for gross proceeds to Montage of
Cdn$20,000,000.30 as described in the
press releases issued by the Company on June
8, 2022. Each SR was purchased at a price of Cdn$0.70 per SR for a total consideration of
Cdn$6,000,000.30. Upon satisfaction
of certain escrow release conditions, the holder thereof is
entitled to receive one common share of Montage without further
payment or action on the part of the holder.
Montage has entered into a Share Purchase Agreement to acquire
all of the issued and outstanding ordinary shares of Mankono
Exploration Limited, indirect owner of certain mineral properties
in Côte D'Ivoire (the "Acquisition"), from Barrick Gold (Côte D'Ivoire) Limited and
Endeavour Gold Corporation (collectively the "Vendors"). The
Acquisition will be completed pursuant to the terms of a share
purchase agreement (the "Purchase Agreement") for aggregate
consideration of C$30M to be
satisfied by the Purchaser through the issuance of 22,142,857
common shares of the Company to the Vendors, an aggregate cash
payment of C$14.5M and delivery of
net smelter return royalties of 1.4% and 0.6% granted to the
Vendors, respectively.
Prior to the Offering, Lorito held no common shares of Montage
and Zebra owned 7,171,716 common shares or approximately 6.80% of
the then issued and outstanding shares of Montage. With the
acquisition of the 8,571,429 SRs, Lorito would be entitled to
receive a total of 8,571,429 common shares of Montage which would
bring their holdings to a total of approximately 10.09% of the
issued and outstanding common shares of the Company on a fully
diluted basis, before giving effect to the shares issuable in
connection with the Transaction and to the other subscribers in the
Offering.
Assuming the closing of the acquisition and taking into account
all of the shares expected to be issued upon conversion of the SRs
together with the issuance of 22,142,857 common shares upon closing
of the acquisition Lorito will hold 8,571,429 common shares or
approximately 5.49% and Zebra will hold 7,171,726 common shares or
approximately 4.60% of the then issued and outstanding common
shares of Montage. Lorito and Zebra, as joint actors, collectively
will hold and control 15,743,145 common shares or approximately
10.09% on a fully diluted basis of the issued and outstanding
common shares post acquisition of all the issued and outstanding
ordinary shares of Mankono Exploration Limited.
Lorito and Zebra are joint actors with respect to their common
shares of Montage which were acquired for investment purposes. Each
of Lorito and Zebra may from time to time increase or decrease
their investment in the shares of Montage depending upon the
business and prospects of the Company and depending upon future
market conditions.
A copy of the Early Warning Report filed pursuant to National
Instrument 62-103 may be obtained from Sandy Kansky,
1-604-806-3574
SOURCE Lorito Holdings S.à.r.l.