|September 25, 2017|
Mountain Boy Closes Private Placement
|Stewart, B.C. -- Mountain Boy Minerals Ltd. (the "Company") is pleased to announce it has received TSX Venture Exchange approval for and closed its previously announced non-brokered private placement in respect to 3,600,000 flow-through units, at a price of $0.10 per flow-through unit, and 2,830,000 non-flow-through units, at a price of $0.08 per non-flow-through unit, to raise proceeds of $586,400. Each flow-through unit consists of one flow-through common share and one warrant to purchase an additional common share, at $0.13 per share, until September 25, 2019. Each non-flow-through unit consists of one non-flow-through common share and one warrant to purchase an additional common share, at $0.10 per share, until September 25, 2019.
No finder's fee or commission were paid in connection with the private placement.
All of the shares, warrants and any shares issued upon exercise of the warrants comprising the flow-through units and non-flow-through units are subject to a hold period until January 26, 2018, except as permitted by applicable Canadian securities laws and the TSX Venture Exchange.
The private placement included the following subscriptions from a "related party" of the Company as defined in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI61-101"): Rene Bernard (the Company's Executive Chairman, Chief Financial Officer and Secretary) acquired 350,000 flow-through units and 300,000 non-flow-through units. The issuance of units to Mr. Bernard did not result in a material change in the percentage of securities of the Company held by him. The participation of Rene Bernard in the private placement was exempt from formal valuation and minority shareholder approval requirements pursuant to exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI61-101 on the basis that at the time the private placement was agreed to, neither the fair market value of the securities to be distributed in the private placement nor the consideration to be received for those securities, insofar as the private placement involved the related party, exceeds 25% of the Company's market capitalization.
The Company did not file a material change report more than 21 days before the expected closing of the private placement as the details of the private placement and the participation by the related party was not settled until shortly prior to closing and the Company wished to close the private placement on an expedited basis for sound business reasons.
The proceeds from the flow-through portion of the private placement will be used for field work north of the Red Cliff property, drilling on the Red Cliff property at the Ataman massive sulphide zone, as well as the BA massive sulphide zone. The proceeds from the non-flow-through portion of the private placement will be used for general working capital purposes.
Mountain Boy Minerals Ltd. is a Canadian based mineral exploration company with diverse property and resource holdings around the Stewart region in British Columbia's golden triangle. It owns 20% of the Silver Coin project, a gold-silver-base metals project that has a 43-101 compliant resource calculated. The Company is also exploring silver-base metals on its American Creek and Bear Valley properties as well as copper-gold on their Stewart area claims. For a complete listing of the Company assets and developments, visit the Company website at www.mountainboyminerals.ca. For investor information please call 250-636-2264 or Gary Assaly at 604-377-7969.
ON BEHALF OF THE BOARD OF DIRECTORS
"Neither the 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."
"This news release may contain forward--looking statements. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements."
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