VANCOUVER, British Columbia, May 04, 2026 (GLOBE NEWSWIRE) -- Monteoro Minerals Ltd. ("Monteoro") announces that, further to Monteoro's news release dated March 30, 2026, it has entered into an amended engagement agreement with Haywood Securities Inc. ("Haywood") as lead agent and sole bookrunner, on its own behalf and on behalf of a syndicate of agents including Research Capital Corp. (together with Haywood, the "Agents"), pursuant to which the Agents have agreed to sell, on a "best efforts" private placement basis, of a minimum of 6,666,667 and up to a maximum of 13,333,333 subscription receipts of Monteoro (the "Subscription Receipts") at a price of C$0.75 per Subscription Receipt (the "Issue Price") for minimum aggregate gross proceeds to the Company of C$5,000,000 and maximum aggregate gross proceeds to the Company of C$10,000,000 (the "Concurrent Offering"). Closing of the Concurrent Offering is expected to occur on or about June 3, 2026, or such other date as agreed between the Agents and Monteoro, each acting reasonably. Monteoro has also granted the Agents an option, exercisable in whole or in part at any time up to 48 hours prior to the closing of the Concurrent Offering, to sell up to an additional 2,000,000 Subscription Receipts at the Issue Price, for additional aggregate gross proceeds to the Company of up to C$1,500,000.
As set out in Monteoro's news release dated March 30, 2026 (the "March 30 PR"), 1287405 B.C. Ltd. ("128 BC Ltd") and Monteoro entered into a non-binding letter of intent (the "LOI") dated February 6, 2026, pursuant to which 128 BC Ltd proposes to acquire all of the issued and outstanding common shares of Monteoro (the "Monteoro Shares") by way of a statutory plan of arrangement (the "Plan of Arrangement") to effect a reverse take-over of Monteoro. Upon completion of the Plan of Arrangement, it is expected that Monteoro will become a wholly-owned subsidiary of 128 BC Ltd to form the resulting issuer (the "Resulting Issuer") and the common shares of the Resulting Issuer (the "Resulting Issuer Shares") will be listed on the TSX Venture Exchange (the "TSXV"). Please refer to the March 30 PR for additional details relating to the LOI and the proposed reverse take-over of Monteoro by 128 BC Ltd.
The net proceeds of the Concurrent Offering are expected to be used to fund: (i) the exploration and other expenses relating to Monteoro's mineral exploration properties located in Colombia; (ii) the expenses of the Plan of Arrangement; and (iii) the general corporate and working capital requirements of the Resulting Issuer.
The Subscription Receipts will be created and issued pursuant to the terms of a subscription receipt agreement (the "Subscription Receipt Agreement") between Monteoro, Haywood, on behalf of the Agents, and an escrow agent (the "Subscription Receipt Agent") mutually acceptable to Monteoro and Haywood, each acting reasonably. Each Subscription Receipt shall be deemed to be converted, without payment of additional consideration or further action by the holder thereof and subject to adjustment, into one unit of Monteoro (each, a "SR Unit") immediately before the closing of the Plan of Arrangement upon the satisfaction or waiver of the Escrow Release Conditions (to be defined in the Subscription Receipt Agreement) at or before the date that is 120 days from the closing date of the Concurrent Offering (the "Escrow Release Deadline"). Each SR Unit will consist of one common share in the capital of Monteoro (a "SR Share") and one-half of one common share purchase warrant of Monteoro (each whole common share purchase warrant, a "SR Warrant"). Each SR Warrant will entitle the holder to acquire one SR Share (a "SR Warrant Share") at a ...
