Vancouver, BC, September 23, 2020 – Miramont Resources Corp. (“Miramont” or the “Company“) is pleased to announce that further to its news releases dated June 11, 2020, July 23, 2020 and August 21, 2020 (the “Initial News Releases”), the Company has received conditional approval from the Canadian Securities Exchange (“CSE”) to list the Resulting Issuer Shares (as defined below) for trading pursuant to the amalgamation agreement (the “Amalgamation Agreement”) dated June 10, 2020 with Kuya Silver Corp. (“Kuya”) and 2757974 Ontario Inc., whereby the Company will acquire all of the issued and outstanding securities of Kuya in exchange for shares of the Company (the “Transaction”).
Furthermore, and in connection with the Transaction, the Company will be changing its name from Miramont Resources Corp. to “Kuya Silver Corporation” (the “Name Change”). Concurrently with the Name Change and in connection with the Transaction, the Company will also complete a consolidation of its issued and outstanding share capital on the basis of one post-consolidated common share for every ten pre-consolidated common shares (the “Consolidation”). No fractional shares will be issued as any fractional share will be rounded down to the nearest whole number. In addition, the number, exercise price or exchange basis of all warrants and stock options will be adjusted, as applicable, to reflect the ten-for-one Consolidation.
Following the completion of the Transaction, and the concurrent Name Change and Consolidation, the common shares of the resulting entity (the “Resulting Issuer Shares”) are expected to trade under the symbol “KUYA”. The new CUSIP number will be 50149R107 and the new ISIN number will be CA50149R1073. Currently, a total of 55,773,234 common shares of the Company are issued and outstanding and, after the Consolidation the Company will have approximately 5,577,323 Resulting Issuer Shares issued and outstanding. Following completion of the Transaction, after giving effect to the approximately 26,763,417 Resulting Issuer Shares issued to the former Kuya shareholders, the Company will have approximately 32,340,740 Resulting Issuer Shares issued and outstanding.
The Consolidation is subject to the approval of the CSE and, once the Consolidation is approved, the new CUSIP number and post-Consolidation Resulting Issuer Shares will be sent out to registered shareholders of the Company by the Company’s transfer agent, Computershare Investor Services Inc. The Company anticipates the effective date of the Consolidation and Name Change to take place on the completion date of the Transaction.
Trading in the common shares of the Company has been halted by the CSE since June 11, 2020 following the announcement of the Amalgamation Agreement and will remain halted until the resumption of trading subsequent to obtaining final approval from the CSE.
For additional information on the Transaction, please refer to the Initial News Releases. The Company will issue further press releases regarding the Transaction as information becomes available.
About Kuya Silver Corp.
Kuya is a privately held Canadian-based silver-focused mining company, earning into an 80% interest in the Bethania Silver Mine, located in Central Peru. Bethania was in production until 2016, toll-milling its ore at various other concentrate plants in the region, and Kuya’s plan is to implement an expansion and construct a concentrate plant at site before restarting operations. Bethania produced silver-lead and zinc concentrates from the run of mine material until being placed on care and maintenance due to market conditions and lack of working capital. It is expected that shortly after the closing of the Transaction and Concurrent Financing, Kuya will close its acquisition of the 80% interest in the Bethania Silver Mine.
About Miramont Resources Corp.
Miramont is a Canadian-based exploration company with a focus on acquiring and developing mineral prospects within world‐class belts of South America. The Company’s shares are listed on the CSE under the symbol MONT.
For more information, please contact the Company or Kuya at:
Kuya Silver Corp.
Miramont Resources Corp.
Telephone: (604) 398‐4493
Facsimile: (604) 815‐0770
Forward Looking Information
This news release contains forward‐looking statements and forward‐looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward‐looking statements or information. More particularly and without limitation, this news release contains forward‐looking statements and information relating to the closing of the Transaction, the conditions to completing the Transaction, the completion of the Name Change, the completion of the Consolidation, timing and receipt of regulatory and exchange approvals, the listing of the Resulting Issuer Shares, and other matters. The forward‐looking statements and information are based on certain key expectations and assumptions made by management of the Company. As a result, there can be no assurance that the Transaction, including the Name Change and Consolidation, will be completed as proposed or at all. Although management of the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward‐looking statements and information since no assurance can be given that they will prove to be correct.
Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. The forward-looking statements in this press release include the Company’s intentions regarding the completion of the Transaction, the Name Change or the Consolidation. Since forward‐looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the Company’s ability to continue operations if the Transaction is not completed, the Company’s ability to raise further capital, the Company’s ability to obtain regulatory and exchange approvals, and the Company’s ability to complete the Transaction, including the Name Change or the Consolidation. Accordingly, readers should not place undue reliance on the forward‐looking statements and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward‐looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward‐looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.