Montero Announces $2,200,000 Non-Brokered Private Placement

Rhea-AI Summary

Montero Mining and Exploration (OTC: MXTRF, TSXV: MON) intends to complete a non-brokered private placement of up to 4,000,000 units at CAD$0.55 per unit for gross proceeds of up to CAD$2,200,000. Each unit comprises one common share and one-half warrant, with each whole warrant exercisable at CAD$0.70 for 12 months.

Warrants may be accelerated if the TSXV share price trades at or above CAD$1.00 for 10 consecutive days. According to Montero, net proceeds will fund exploration and drilling at the Elvira Gold Project, advance other Chilean projects, and support working capital. Closing, expected around September 4, 2026, is subject to TSXV and other approvals, and all securities will carry a four month and one day hold period. Certain insiders may participate within MI 61-101 exemptions. Montero currently has 8,453,833 common shares and 735,383 stock options outstanding.

Positive

• Up to CAD$2.2M gross proceeds to fund exploration and working capital
• Financing priced at CAD$0.55 with warrants at CAD$0.70
• Warrant acceleration tied to CAD$1.00 TSXV share price trigger
• Use of proceeds focused on Elvira Gold and other Chilean projects

Negative

• Potential issuance of up to 4,000,000 new shares plus warrants dilutes existing holders
• Securities subject to a four month and one day hold period
• Offering completion contingent on TSXV and other approvals
• Insider participation up to 25% of market capitalization may raise governance concerns

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Toronto, Ontario--(Newsfile Corp. - August 21, 2026) - Montero Mining and Exploration Ltd. (TSXV: MON) (OTC Pink: MXTRF) (FSE: ES0) ("Montero" or the "Company") is pleased to announce that it intends to complete a non-brokered private placement of up to 4,000,000 units ("Units") at a price of CAD$0.55 per Unit, for gross proceeds of up to CAD$2,200,000 (the "Offering").

Each Unit will consist of one common share of the Company ("Common Share") and one half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder to purchase one Common Share (a "Warrant Share") at a price of CAD$0.70 per Warrant Share until the date which is twelve (12) months from the date of issuance. The Warrants will be subject to an acceleration provision whereby if the closing price of the Common Shares on the TSX Venture Exchange (the "TSXV") closes at a minimum of CAD$1.00 per Common Share for a period of ten (10) consecutive trading days, the Company may, at its option, accelerate the expiry date of the Warrants to the date which is thirty (30) days following the date upon which notice of the accelerated expiry date is provided by the Company to the holders of the Warrants.

Montero intends to use the net proceeds from the Offering to fund ongoing exploration and drilling at the Elvira Gold Project, advance its other Chilean mineral projects and for general working capital and corporate purposes.

Completion of the Offering are subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSXV. The Offering is expected to close on or around September 4, 2026, and may close in one or more tranches. The securities issued and issuable pursuant to the Offering will be subject to a four month and one day statutory hold period from the closing date of the Offering under applicable Canadian securities laws.

Certain Insiders (as such term is defined under the policies of the TSXV) of the Company may participate in the Offering. The participation of Insiders in the Offering will be considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that the participation in the Offering by Insiders will not exceed 25% of the fair market value of the Company's market capitalization.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of a U.S. person (as defined in Regulation S under the United States Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Montero

Montero holds a 100% interest in the Avispa copper-molybdenum project in the Palaeocene Porphyry Cu-Mo Belt of northern Chile and has options to acquire the Elvira and Potrero gold projects in the Maricunga Gold Belt. The Company is currently drilling the Elvira Gold Project and advancing exploration at its other Chilean projects. Montero is listed on the TSX Venture Exchange under the symbol MON and has 8,453,833 common shares and 735,383 stock options outstanding.

For more information, contact:
Montero Mining and Exploration Ltd.
Dr. Tony Harwood, President and Chief Executive Officer
Email: ir@monteromining.com
Tel: +1 604 428 7050
www.monteromining.com

Neither TSX Venture Exchange nor its Regulation Services Provider, as that term is defined in the policies of the TSX Venture Exchange, accepts responsibility for the adequacy or accuracy of this release.

Cautionary Statement Regarding Forward-Looking Information

Certain statements contained in this news release constitute "forward-looking statements" or "forward-looking information" within the meaning of applicable securities laws (collectively, "forward-looking statements"). Such forward-looking statements include, without limitation, statements relating to: the Offering, including the size thereof, the expected timing to complete the Offering, the ability to complete the Offering on the terms provided herein or at all, the receipt of all necessary approvals for the Offering, the intended use of proceeds of the Offering, the continuation of the 2026 Elvira exploration and drilling programme and the Company's future plans and objectives. Forward-looking statements are frequently, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "plans", "estimates", "potential", "may", "will", "should", "proposed" and similar expressions, or statements that events, conditions or results "could", "would", or "might" occur or be achieved. Forward-looking statements are based on a number of assumptions considered reasonable by management at the time such statements are made, including assumptions regarding: the availability of financing and other resources to advance the Company's mineral exploration projects; that the Company will have sufficient personnel, equipment, and access to continue the drilling programme; and that required permits and regulatory approvals will remain in place and general business, economic, commodity price, market and regulatory conditions. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements. These factors include, among others: risks include the speculative nature of mineral exploration, risks associated with mineral exploration and development; uncertainty relating to future exploration results; fluctuations in commodity prices; permitting and regulatory risks; political and social risks; operational and technical risks; financing risks; risks related to title, concession renewals and royalty obligations, and general economic and market conditions and other risks described in the Company's public disclosure documents filed on SEDAR+. Readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements contained herein are made as of the date of this news release, and except as required by law, Montero undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities laws

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/310775

FAQ

What are the key terms of Montero (OTC: MXTRF) $2,200,000 private placement announced on August 21, 2026?

Montero plans a non-brokered private placement of up to 4,000,000 units at CAD$0.55 per unit, for gross proceeds up to CAD$2,200,000. According to Montero, each unit includes one share and half a warrant, with full warrants exercisable at CAD$0.70 for 12 months.

How will Montero (MXTRF) use the proceeds from the August 2026 private placement?

According to Montero, net proceeds will fund ongoing exploration and drilling at the Elvira Gold Project, advance its other Chilean mineral projects, and support general working capital and corporate purposes. This links the financing directly to project advancement activities in Chile.

What are the warrant terms and acceleration conditions in Montero’s 2026 private placement?

Each full warrant lets holders buy one share at CAD$0.70 for 12 months from issuance. According to Montero, warrant expiry may be accelerated if TSXV shares close at or above CAD$1.00 for 10 consecutive days, triggering a 30-day notice period.

When is Montero’s (TSXV: MON) private placement expected to close and what approvals are required?

The offering is expected to close on or around September 4, 2026, potentially in multiple tranches. According to Montero, completion is subject to customary conditions, including receiving all necessary approvals such as approval from the TSX Venture Exchange.

Will there be a hold period on securities issued in Montero’s August 2026 private placement?

Yes. According to Montero, all securities issued or issuable under the offering will be subject to a four month and one day statutory hold period from the closing date under applicable Canadian securities laws, limiting immediate secondary-market liquidity for new investors.

How might insider participation affect Montero’s (MXTRF) August 2026 private placement?

Certain insiders may participate, making it a related party transaction under MI 61-101. According to Montero, it plans to rely on exemptions because insider participation will not exceed 25% of the fair market value of the company’s market capitalization.

How many shares and options does Montero (TSXV: MON) have outstanding before the new financing?

Before the private placement, Montero reports 8,453,833 common shares and 735,383 stock options outstanding. According to Montero, these figures provide the ownership base against which any new units and warrants from the financing would be added upon closing.