Montan Mining to Undertake $600,000 Unit Financing, Updates Lions Bay Shares for Debt Agreement

Montan Mining Corp. (TSXV:MNY | FSE:S5GM | SSE:MNYC) (“Montan” or the “Company”) is pleased to announce that it has arranged a private placement financing (the “Financing”) of up to 12,000,000 units at a price of $0.05 per unit for total gross proceeds of up to $600,000. Each unit consists of one common share and a whole warrant, with each whole warrant exercisable into one additional common share at $0.06 per share for one (1) year after the closing date. The financing is subject to acceptance by the TSX Venture Exchange.

The Company and Lions Bay Capital Inc. (TSXV:LBI) (“Lions Bay”) are pleased to update their News Release of May 7th to announce that the Company and Lions Bay (together, the “Parties”) have updated their agreement to settle $1.03 million of indebtedness of the Company to Lions Bay (the “Shares for Debt Transaction”) through conversion of such debt into common shares of the Company (the “Common Shares”). Pursuant to the Shares for Debt Transaction, the Company will issue 20,649,774 Common Shares, at a price of $0.05 per Common Share. On completion of the Shares for Debt Transaction, the Company will have 48,755,222 Common Shares issued and outstanding.

These terms are consistent with the earlier Shares for Debt Transaction, but the Parties now agree that Lions Bay will convert all $1.03 million in a single tranche. After completion of the Shares for Debt transaction, Lions Bay is expected to own, control or direct, directly or indirectly, approximately 42.4% of the issued and outstanding Shares of the Company.

The Shares for Debt Transaction will result in Lions Bay becoming a control person of Montan, for which Montan is seeking shareholder approval at the Annual General and Special Meeting on June 7, 2018. The Shares for Debt Transactions is conditional upon obtaining shareholder and TSX Venture Exchange approval.

Since January 2018 and to underwrite the restructuring, Lions Bay has advanced to the Company the sum of $425,864 pursuant to a series of promissory notes, and it has accrued $5,136 in interest (together the “Promissory Note Debt”).

The Financing is expected to close contemporaneously with the Shares for Debt Transaction, and 312317.00003/92147143.5 on completion of the Shares for Debt Transaction and the Financing the Company will have approximately 60,755,222 Common Shares issued and outstanding. Proceeds from the Private Placement financing will be used to repay Promissory Note Debt, and for general working capital. Lions Bay may participate in the Financing.

The Parties are pleased to confirm that the transactions outlined in this update are consistent with Montan Mining and Lions Bay Capital’s objective of reducing corporate debt and recapitalising the company, as an important step in enabling the company to pursue and execute on value accretive activities.

About Lions Bay Capital Inc.

Lions Bay Capital Inc. is a TSXV-listed Investment Issuer that is focussed on high return investment opportunities, principally in the mining, clean energy and clean technology sectors, where it will provide public and private companies early-stage financial support by way of equity or debt. Lions Bay is not an exploration or research company, and focusses on companies on a near term cash flow and growth track.

About Montan Mining Corp.

Montan Mining Corp. is an emerging gold producer focusing on monetizing mining assets in Peru. The company is backed by an experienced management team with diverse technical, market, and finance expertise and is supported by committed and sophisticated investors focused on building long term value, now anchored by Lions Bay Capital Inc.

On behalf of the Board of Montan.

Ian Graham

CEO and Director

Tel: +1.604.671.1353

Email: igraham@montanmining.ca

On behalf of the Board of Lions Bay.

John Byrne

Director

Tel: +61 3 9236 2800

Email: jbyrne@lionsbaycapital.com

For more information, please visit the corporate website at https://www.montanmining.ca or contact:

Investor Contact:

Luis F. Zapata

Executive Chairman

Tel: +1.604.358.1382

Tel: +51.999.968.827 (Peru)

Email: lzapata@montanmining.ca

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE 312317.00003/92147143.5 EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE. Cautionary Statement Regarding Forward-Looking Information This press release contains “forward-looking statements” or “forward-looking information” (collectively referred to herein as “forward-looking statements”) within the meaning of applicable securities legislation. Such forwardlooking statements include, without limitation, forecasts, estimates, expectations and objectives for future operations that are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “will”, “plan”, “intends”, “may”, “will”, “could”, “expects”, “anticipates” and similar expressions. Further disclosure of the risks and uncertainties facing Montan and other forward-looking statements are discussed in Montan’s Management’s Discussion and Analysis which are available under the Company’s profile on www.sedar.com. In particular, this press release contains forward-looking statements pertaining to completion of the restructuring of Montan, settling certain debts of Montan, the creation of Lions Bay as a control person of Montan and obtaining shareholder approval thereof, approval of the TSX Venture Exchange, the use of proceeds of a financing, expectations regarding Montan’s financing requirements and future financings of Montan. These forward-looking statements are based on assumptions made by and information currently available to the Company. Although management considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect. By their very nature, forward-looking statements involve inherent risks and uncertainties and readers are cautioned not to place undue reliance on these statements as a number of factors could cause actual results to differ materially from the beliefs, plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements. These factors include, but are not limited to, commodity prices, fluctuations in revenues and expenses of the Company, need for additional funding, availability of such additional funding and that funding will be on acceptable terms, retention of key employees, economic conditions, currency fluctuations, competition and regulations, legal proceedings and risks related to operations in foreign countries. The forward-looking statements in this press release are made as of the date they are given and, except as required by applicable securities laws, the Company disclaims any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Source: montanmining.ca