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Marvel Discovery Corp. — Capital/Financing Update 2020
Aug 7, 2020
43348_rns_2020-08-07_326f5da8-6491-4f13-a5bd-5cecfb03343c.pdf
Capital/Financing Update
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Form 51-102F3 Material Change Report
Item 1: Name and Address of Company
International Montoro Resources Inc. (the "Company" or “Montoro”) #600-625 Howe Street Vancouver, BC V6C 2T6 (604) 683-6648
Item 2: Date of Material Change
August 7, 2020
Item 3: News Release
Issued August 7, 2020 and distributed through AccessWire.
Item 4: Summary of Material Change
International Montoro Resources Inc. announced that it has received conditional approval for a private placement of $500,000 and, due to increased investor interest in the Company, it has been successful in raising up to $618,000 (oversubscribed), to issue 8,240,000 units at a price of $0.075. Each unit will be comprised of one common share in the capital of the Company and one transferable warrant. Each whole warrant will permit the holder to acquire one additional common share of the Company at a price of $0.10 for two years from closing. An insider of the Company subscribed for 500,000 units of this offering. The Company will now be applying to the TSX Venture Exchange to close the Private Placement Financing, and the issuance of the securities.
Item 5: Full Description of Material Change
The Company has received conditional approval to the private placement of $500,000 and is pleased to announce that, due to increased investor interest in the Company, it has been successful in raising up to $618,000 (oversubscribed), to issue 8,240,000 units at a price of $0.075. Each unit will be comprised of one common share in the capital of the Company and one transferable warrant. Each whole warrant will permit the holder to acquire one additional common share of the Company at a price of $0.10 for two years from closing.
The use of proceeds will be for continued exploration on existing properties, outstanding payables, and general working capital purposes.
While the Company intends to use the proceeds as stated above, there may be circumstances where, for sound business reasons, funds may be reallocated at the discretion of the Board.
Insider participation in this private placement offering (500,000 units) constitutes a related party transaction pursuant to TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions {"Ml 61-101"). The Company relied on Section 5.S{a) of Ml 61-101 for an exemption from the formal valuation requirement and Section 5.7{l){a) of Ml 61-101 for an exemption from the minority shareholder approval requirement of Ml 61-101 as the fair market value of the transaction did not exceed 25% of the Company's market capitalization.
All securities issued under this private placement, and the shares that may be issuable on the exercise of the warrants, are subject to a statutory hold period expiring four-months and one day from issuance. The Company will now be applying to the TSX Venture Exchange to close the Private Placement Financing, and the issuance of the securities.
Item 6: Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
This report is not being filed on a confidential basis.
Item 7: Omitted Information
There are no significant facts required to be disclosed herein which have been omitted.
Item 8: Executive Officer
Contact: Karim Rayani, Chief Executive Officer, President, and Director Telephone: (604) 683-6648
Item 9: Date of Report
August 7, 2020