|Toronto, Canada (June 16, 2016) - Mammoth Resources Corp. (TSX-V: MTH) would like to announce that it intends to proceed with a non-brokered private placement of up to 6.0 million units of the Company (the "Units") at an offering price of $0.01 per Unit, for gross proceeds of up to $60,000 (the "Private Placement"). Each Unit consists of one common share of the Company (a "Common Share") and one common share purchase warrant (the "Warrant"). Each Warrant will entitle the holder thereof to acquire one Common Share until two years following closing of the private placement, at an exercise price of $0.05. The Company has set no minimum number of Units to be distributed and no minimum dollar amount required to be raised in connection with the Private Placement.
The gross proceeds of the Private Placement will be used for working capital and general corporate expenses. In the event of an oversubscription to the Private Placement, the company may seek TSX Venture Exchange approval for such oversubscription or may allocate Units on a pro-rata basis to subscribers.
The Private Placement will be conducted in reliance upon British Columbia Instrument 45-534 (the "Instrument"), which permits an issuer to distribute securities to its existing shareholders, subject to the terms of the instrument. The Company has set June14, 2016, as the record date for the purpose of determining existing shareholders of the Company who are entitled to purchase Units under the Private Placement. This exemption is not available to shareholders resident in Ontario or Newfoundland, or jurisdictions outside of Canada. The Company may combine the offering under the instrument with other available prospectus exemptions, including sales to accredited investors.
The Private Placement is subject to TSX Venture Exchange approval and the pricing of this Private Placement was granted under the Venture Exchange Discretionary Waiver Bulletin. The securities issued pursuant to the Private Placement will be subject to a four-month hold period. The company may pay finders' fees of cash and/or securities on a portion of the Private Placement.
The Company would also like to clarify a prior announcement dated July 16, 2015 wherein it announced the closing of a non-brokered private placement of up to 12.0 million units of the Company (the "Units") at an offering price of $0.01 per Unit, for gross proceeds of up to $120,000 (the "Private Placement") announced May 13, 2015 closed on July 16, 2015 having issued 8,900,000 Units for gross proceeds of $89,000. The Company erroneously announced closing on $79,000 of gross proceeds in the July 2015 press release. The 2015 Private Placement was subject to the same reliance upon the Instrument and the TSX Venture Exchange approval and Waiver.
The Company would like to remind shareholders of the granting of a Management Cease Trade Order ("MCTO") previously announced on June 2, 2016, such MCTO being a result of the Company having exceeded the timing for filing its year-end audited financial statements and accompanying Management Discussion and Analysis, such default of which were due to have been completed and filed on May 30, 2016 for the Company's fiscal year end dated January 31, that the Company continues to work on completing these statements and as a result is continuing to adhere to the MCTO. It is expected that the Company will continue to advise shareholders and regulators of the status of the default, via press releases, on a bi-weekly basis until such time as this default is rectified. As previously announced, it is anticipated that the Company will complete the year-end audit before the end of July 2016.
During this MCTO all management, officers and directors of the Company will be prohibited from trading in the Company's shares pursuant to the Company's black-out procedures.
About Mammoth Resources:
Mammoth Resources (TSX-V: MTH) is a mineral exploration company focused on acquiring and defining precious metal resources in Mexico and other attractive mining friendly jurisdictions in the Americas. The Company has an option to acquire 100% in the Tenoriba Property located in the Sierra Madre Precious Metal Belt in southwestern Chihuahua State, Mexico. The company continues to seek other option agreements in the Americas on other properties it deems to host above average potential for economic concentrations of precious metals mineralization.
To find out more about Mammoth Resources and to sign up to receive future press releases, please visit the company's website at www.mammothresources.ca.
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.
Forward Looking Information: This news release may contain or refer to forward-looking information. All information other than statements of historical fact that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future are forward-looking statements; examples include the listing of its shares on a stock exchange and establishing mineral resources. These forward-looking statements are subject to a variety of risks and uncertainties beyond the Company's ability to control or predict that may cause actual events or results to differ materially from those discussed in such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and, accordingly, undue reliance should not be placed on these forward-looking statements due to the inherent uncertainty therein.