Monarques Gold Enters Into a Definitive Agreement to Acquire All the Mining Assets of Richmont Mines in the Province of Quebec

 

This transformative transaction will position Monarques to become a gold producer

Highlights of the main transaction

• Monarques will acquire all of Richmont's mining assets, properties and claims in Quebec.
• Monarques will become the owner and operator of the Beaufor mine and the Camflo mill.
• Monarques to retain Richmont's highly experienced Quebec-based site teams.
• Richmont will hold a 19.9% interest in the Corporation, inclusive of a $2.0 million investment by Richmont.

Other related transactions

• Monarques has completed a subscription receipt offering of $6,525,251 of a maximum of $10,000,000 with investors that include Richmont ($2.0 million), the Fonds de solidarit?(C) FTQ ($1.0 million) and Probe Metals ($0.6 million).
• Monarques has entered into a US $4 million credit facility with Auramet International LLC.
• Following the closing of the transaction with Richmont, Monarques will divest the Courvan property to Probe Metals for $400,000 in cash.

Monarques' profile after the transaction

• A gold producer with the Beaufor Mine (gold production of 19,562 ounces in 2016; source Richmont 2016 annual report) located in one of the best mining jurisdictions in Canada.
• A large portfolio of mining assets, including the Beaufor Mine, two mills (Camflo and Beacon), two advanced projects (Wasamac and Croinor Gold) and eight exploration projects covering more than 240 km² in the Abitibi region.
• Upside potential and leverage to the gold price with the Wasamac project.
• NI 43-101 proven and probable reserves of 162,790 ounces of gold, measured and indicated resources of 1.76 million ounces and inferred resources of 1.67 million ounces (see table below).
• Over 150 highly experienced, qualified employees will join the Monarques team.
• A strong financial position, with over $12 million in cash and cash equivalents.

MONTREAL, Sept. 11, 2017 /CNW/ - MONARQUES GOLD CORPORATION ("Monarques" or the "Corporation") (TSX-V: MQR) (FRANKFURT: MR7) is pleased to announce that it has entered into a definitive agreement with Richmont Mines Inc. ("Richmont") (TSX - NYSE: RIC) pursuant to which Monarques will acquire all of Richmont's mining assets in Qu?(C)bec (the "Transaction"). The assets acquired consist of all of Richmont's mineral claims, mining leases and mining concessions, including the Beaufor mine, the Chimo , Monique and Wasamac properties and all the issued and outstanding shares of Usine Camflo Inc., as well as all mills, buildings, structures, equipment, inventory and property.

In consideration, Monarques will issue a number of shares equating to 19.9% of its undiluted issued and outstanding common shares. The number of shares will be calculated immediately following the closing of the Transaction and will include the shares issued in connection with the private placement of subscription receipts subscribed to by Richmont.

In addition, Monarques will assume responsibility for the future amount payable to the Ministry of Energy and Natural Resources for the Beaufor mine, Camflo mill and Monique mine rehabilitation plans, estimated at approximately $5 million, should the facilities be closed.

Lastly, the following net smelter return royalties will be payable by Monarques to Richmont:

• 1.5% for the Wasamac property, of which 0.5% can be bought back for $7.5 million;
• 1.0% on Richmont's claims in the Camflo property; and
• 1.0% on the Beaufor property once Monarques has produced 100,000 ounces of gold, subsequent to the close of the Transaction.

Monarques reserve and resource estimates post-transaction*

Related transactions

1) $6,525,251 million private placement of subscription receipts

Monarques has closed a non-brokered private placement of 15,786,431 subscription receipts (the "receipts") priced at $0.35 each for gross proceeds of $6,525,251. Each receipt will be exchangeable without further consideration or action for one common share of the Corporation at the close of the Transaction. Richmont subscribed for $2.0 million of receipts, the Fonds de solidarit?(C) FTQ subscribed for $1.0 million and Probe Metals Inc. ("Probe Metals") subscribed for $0.6 million.

The receipts and underlying securities issued pursuant to the private placement will be subject to a hold period of four months and one day. Richmont's interest in Monarques will also be subject to a one-year lock-up provision.

The Fonds de solidarit?(C) FTQ is a development capital investment fund that channels the savings of Quebecers into investments. As at May 31, 2017, the organization had $13.1 billion in net assets, and through its current portfolio of investments has helped create and protect 186,440 jobs. The Fonds is a partner in more than 2,700 companies and has 645,664 shareholder-savers. Please visit fondsftq.com for more information.

2) US $4 million credit facility with Auramet International LLC

Monarques intends to close a senior secured gold loan agreement with Auramet International LLC providing the Corporation with access to a US $4 million credit facility. Auramet and Monarques have entered into a definitive Term Sheet, due diligence has been completed and the parties are currently documenting the loan. The loan will be repaid in 12 installments of ounces of gold commencing on October 31, 2017, and expiring on September 30, 2018, inclusive. The total number of ounces will be calculated based on the gold price at the closing of the agreement. The loan will be guaranteed by the Corporation's subsidiaries, namely X-Ore Resources, Beacon Gold Mill Inc. and Camflo Mill Inc.

3) Sale of the Courvan property to Probe Metals

Finally, the Corporation has signed an agreement with Probe Metals which will see Monarques sell its full interest in the Courvan property in consideration for a cash payment of $400,000. This transaction will be completed following the close of the Transaction with Richmont.

"This transformative transaction is a major milestone for Monarques, positioning the Company to achieve the coveted status of gold producer," said Jean-Marc Lacoste, President and Chief Executive Officer of Monarques. "We are very pleased to have Richmont as a significant shareholder, and we look forward to benefitting from their long history and experience as a successful underground gold miner. We are also extremely pleased to welcome Monarques' 150 future employees, with whom we look forward to having a successful and rewarding relationship with. Monarques will have a much larger profile following the transaction, with a strong portfolio of mining assets in the Abitibi that includes the Beaufor Mine, the Camflo and Beacon mills, the Wasamac and Croinor Gold advanced projects, and eight other high-quality exploration projects. Furthermore, we will be well positioned financially to move forward with expanding our gold production and developing our mineral resources for the benefit of our shareholders."

These transactions are expected to close on or about September 30, 2017, and are subject to customary closing conditions, including regulatory and government approvals.

The technical and scientific content of this press release has been reviewed and approved by Kenneth Williamson, M.Sc., P.Geo, the Corporation's qualified person under National Instrument 43?EUR'101.

ABOUT MONARQUES GOLD CORPORATION

Monarques Gold Corporation is an emerging gold producer aiming to achieve ongoing growth through its large portfolio of high-quality gold projects in the Abitibi region of Quebec, Canada. The Corporation currently has approximately 200 km ? of properties (see map) along the Cadillac Break, as well as its main asset, the Croinor Gold mine, which has great potential to become a producing mine. Monarques Gold is well financed and has close to $9 million in credits from Quebec's Ministry of Energy and Natural Resources.

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Forward-Looking Statements

The forward-looking statements in this press release involve known and unknown risks, uncertainties and other factors that may cause Monarques' actual results, performance and achievements to be materially different from the results, performance or achievements expressed or implied therein. 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 press release.

SOURCEMonarques Gold Corporation

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