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  • TSX: MMY
  • FSE: D7Q1

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News Releases

Dec 17, 2012

Monument Announces Private Placement of up to $80 Million

Vancouver, B.C., Monument Mining Limited (TSX-V: MMY and FSE: D7Q1) ("Monument" or the "Company") is pleased to announce that it has engaged a syndicate of agents, led by Mackie Research Capital Corporation ("MRCC") and including Salman Partners Inc. and other agents (collectively, the "Agents"), to complete a best-efforts private placement financing (the "Offering") of up to 160,000,000 common shares of the Company (the "Common Shares") at a price of $0.50 per Common Share (the "Issue Price"), for aggregate gross proceeds of up to $80,000,000.

The Company has granted the Agents an option (the "Over-Allotment Option") to increase the size of the Offering by up to an additional 15% in the number of Common Shares. The Over-Allotment Option shall be exercisable by the Agents by giving written notice thereof, or a part thereof, to the Company at any time up to 48 hours prior to the closing of the Offering. The Agents shall be under no obligation whatsoever to exercise the Over-Allotment Option, in whole or in part.

The Company intends to use the net proceeds from the Offering for the initial development of the Mengapur Polymetallic Project, and for general corporate purposes.

Robert F. Baldock, President and CEO of Monument, commented: "Since engaging MRCC as our exclusive financial advisor on November 14, 2012, we have worked closely with them to identify and select the best financing alternative which would allow us to develop our advanced-stage Mengapur Polymetallic Project.We are very pleased to announce this Offering as it marks the next step in MRCC's mandate and positions the Company for future growth."

The Company, working with MRCC, has been engaged in negotiations with certain Malaysian strategic entities who have expressed an interest in subscribing for a significant portion of the Offering. However, there can be no assurance that any such entities will ultimately participate in the Offering.

Monument intends to close the Offering in January 2013 (the "Closing"). The Common Shares issued pursuant to the Offering will be subject to a statutory four month and one day hold period. The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary stock exchange and regulatory approvals, including the approval of the TSX Venture Exchange.

In consideration for their services, the Agents will receive a cash commission of 7.0% of the gross proceeds of the Offering. In addition, the Agents will receive non-transferable share purchase options (the "Agent's Options") to purchase that number of Common Shares which is equal to 7.0% of the total number of Common Shares sold pursuant to the Offering, including any Common Shares sold pursuant to the exercise of the Over-Allotment Option, for a period of 24 months after Closing at the Issue Price. Commissions are subject to regulatory approval.

The proposed $23.4 million private placement to Tulum Corporation as announced on October 17, 2012 is currently under review. As announced on August 7, 2012, the Company's application with respect to a $70 million private placement to Tulum Corporation was withdrawn by the TSX Venture Exchange and will not be proceeding.

This press release shall not constitute an offer of securities for sale in the United States. The securities referred to in this press release have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration.

About Monument
Monument Mining Limited (TSX-V:MMY, FSE:D7Q1) is an established Canadian gold producer that owns and operates the Selinsing Gold Mine in Malaysia, with production cash costs among the lowest in the world. Its experienced management team is committed to growth and is advancing several exploration and development projects in Malaysia, including the advanced-stage Mengapur Polymetallic Project. The Company employs 280 people in Malaysia and is committed to the highest standards of environmental management, social responsibility, and health and safety for its employees and neighboring communities.


Robert F. Baldock, President and CEO
Monument Mining Limited
Suite 910- 688 West Hastings Street
Vancouver B.C. Canada V6B 1P1


FOR FURTHER INFORMATION please visit the company web site at www.monumentmining.com or contact:
Nick Kohlmann, MMY Toronto T: +1-647-478-3594 nkohlmann@monumentmining.com
Richard Cushing, MMY Vancouver T: +1-604-638-1661 x102 rcushing@monumentmining.com
Anne Robert, CHF IR T: +1-514- 826-8121 anne@chfir.com
Wolfgang Seybold, Axino AG-Europe T: +49 711-2535-92 40 wolfgang.seybold@axino.de




"Neither 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 Statement
This news release contains forward-looking statements and forward-looking information about Monument Mining Limited ("Monument"), its business and future plans (together, "forward-looking statements"). Forward-looking statements are statements that are not historical facts and include the timing of the proposed programs and events. The forward-looking statements in this news release are subject to various risks, uncertainties and other factors that could cause actual results or achievements to differ materially from those expressed or implied by the forward-looking statements. These risks and certain other factors include, without limitation, the expected outcomes of negotiations litigation and applications for renewal of property rights,; government regulation of mining operations; and environmental risks. Generally, forward-looking statements can be identified by the use of forward- looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: general business, economic, competitive, geopolitical and social uncertainties; the actual results of current exploration activities; litigation risks; risks with respect mining licenses and exploration licenses; foreign operations risks; other risks inherent in the mining industry and other risks described in the management's discussion and analysis of the Company, which is available under the profile of the Company on SEDAR at www.sedar.com. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward- looking statements. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

Your Vote is Important

Your Vote is Important

Please vote by 4 PM Pacific Time on December 28, 2011.


You may vote via the internet at www.proxyvote.com following the instructions found on the enclosed Voting Instruction Form. If you haven't receive your materials, have any questions or require assistance voting your shares, please call our proxy solicitor, Laurel Hill Advisory Group at 1-877-304-0211 or via email at assistance@laurelhill.com.


At the Meeting, shareholders will be asked to approve, among other things, the Company's acquisition of a 70% interest in the Mengapur Polymetalic Project in Malaysia (the "Acquisition") and the concurrent financing of the Acquisition by way of private placement. These items are discussed in detail in the Information Circular disseminated by the Company in connection with the Meeting.

Background to the Acquisition of the Mengapur Project

The Company's mission is to increase shareholder value by seeking to become a diversified mid-tier producer through expansion and development of its existing pipeline of mineral assets and to grow through acquisition of new resource properties with promising economic potential in Southeast Asia. The Company's portfolio of properties currently includes the producing Selinsing gold mine, the advanced Buffalo Reef exploration gold project and several grass root gold prospective properties. The Company has for some time been actively seeking to add to its portfolio consistent with this mission. The Mengapur Project is an exciting opportunity which meets all of our objectives.

The Mengapur Project is a large polymetalic project, previously owned by the Malaysian Mining Corporation, which in the early 1990's had done extensive exploration and development work on the property.

Following successful completion of our due diligence and extensive negotiations, the Company entered into a definitive acquisition agreement (the "Definitive Agreement") in late November to acquire a 70% interest in the Mengapur Project for an aggregate consideration of $60 million. Under the Definitive Agreement, the Company will acquire an interest in approximately 185 hectares within an area that was the subject of extensive historical exploration that had identified significant mineral potential.

In the course of our due diligence review, we examined the historical data contained in a detailed study completed in 1993 on the Mengapur Project, conducted our own limited confirmatory drilling and investigated the results of the limited copper and iron production occurring from the project. The Company also examined the detailed plans contained in the historical study for a long-life open pit mining and processing operation for the production of iron, copper and fertilizer by products. The historical study and the Company's own analysis also considered the potential for silver and gold production from the Mengapur Project.

The Company concluded that the Mengapur Project presented a unique and exciting opportunity, consistent with our mission, and with the potential for long-life revenue generation to leverage our expertise and expand our operations.

Financing the Acquisition and the Mengapur Project

The Acquisition and plans for the subsequent exploration and development of the Mengapur Project require greater financial resources than presently available to the Company. As well, the opportunity to acquire the Project was only available to the Company provided it could make significant up front deposits and complete the Acquisition in an extremely short period of time frame.

In order to raise the needed financing for the Project, management and the Board considered the alternative financing sources available including debt financing, forward sales, public offering, rights offering or other alternatives.

Due to present market uncertainty, the ongoing global financial crisis and in order to minimize financial risk to shareholders, the Company chose the certainty of a committed private placement to finance the acquisition and development of the Mengapur Project. In addition, due to the tight timeframe to close the acquisition demanded by the vendor of the Mengapur Project, the window for equity financing is too narrow to complete a rights offering or a brokered deal. The Company had to seek a guaranteed source of funds to be able to satisfy concerns expressed by the vendor during commercial negotiation. The vendor's main concern from the outset was the low capital base of the Company in undertaking project that is much larger than Selinsing. The arranged financing satisfied all of those concerns.

On December 2, 2011, the Company announced that it would conduct a non-brokered private placement (the "Private Placement") of up to 140,000,000 units consisting of one share and a 3-year 70¢ warrant at a price of $0.50 per unit for gross proceeds of up to $70,000,000. As required by the policies of the TSX Venture Exchange, shareholders will be asked at the Meeting to approve the private placement, as it will result in the subscriber, Tulum Corporation Ltd., holding over 40% of the Company's outstanding shares.

To address the dilution that shareholders would concern, Monument intends to strategize the phases of development of streams of production in order to generate the cash flow to further fund the Mengapur project from off take sales arrangement. By equity financing, Monument shareholders will suffer dilution upfront, but in the medium term the private placement and the Mengapur Acquisition are expected to ultimately build greater value to all shareholders.

The Company does not intend to complete the Acquisition unless the Private Placement is completed concurrently.

The Company is excited about the prospects presented by the Mengapur Project and encourages Shareholders to attend the Meeting and Vote FOR the Acquisition and financing in order to allow us to advance our mission.

Your vote is important, no matter how many or how few shares you may own. Whether you are able to attend the meeting or not, we urge you to vote TODAY.