Mantra Capital Inc.
TSX VENTURE : MTR

Mantra Capital Inc.

July 08, 2014 09:30 ET

Mantra Capital Enters Into Wind Mountain Option Agreement; Announces Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwired - July 8, 2014) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Mantra Capital Inc. ("Mantra" or the "Company") (TSX VENTURE:MTR) is pleased to announce that it has entered into an Option Agreement to acquire a 100% interest in the Wind Mountain gold and silver property in Nevada from Bravada Gold Corporation ("Bravada"). The Company previously disclosed the term sheet for this transaction (see the Company's April 30, 2014 news release). The Company also announces a private placement of common shares to raise up to $500,000 CAD (all funds listed in this release are in Canadian Dollars unless otherwise stated).

Steven Khan, Interim CEO, commented, "We are very pleased to complete this option agreement which, upon closing of the transaction, will position Mantra as a new gold development company. We envision being able to develop a low cost heap leach gold operation in Nevada - a jurisdiction that is both safe and has a good track record for permitting mines."

Wind Mountain Project and Option Agreement

The Wind Mountain Project is a low-sulphidation-type gold and silver property consisting of 138 claims totaling approximately 1,117 hectares located within the highly prospective Walker Lane Gold trend approximately 160 kilometres northeast of Reno, Nevada, with good road access and power. Wind Mountain is a past-producing property and is the subject of the Updated Technical Report and Preliminary Economic Assessment, Wind Mountain Gold-Silver Project Washoe County, Nevada, effective date May 2, 2012 (revised January 15, 2014) and prepared for Bravada by Mine Development Associates (the "PEA"). The PEA discloses the following mineral resource estimate for the Wind Mountain Project:

Cutoff
oz Au/T
Tons oz Au/T oz Ag/T oz Au oz Ag
Oxide Mineralization
Indicated
0.005 58,816,000 0.010 0.25 564,600 14,539,000
Inferred
0.005 19,866,000 0.006 0.17 125,200 3,443,000
Mixed and Unoxidized Mineralization
Indicated
0.010 498,000 0.012 0.40 5,900 197,000
Inferred
0.010 14,595,000 0.016 0.46 229,100 6,672,000

To the best of the Company's knowledge, information and belief, there is no new material scientific or technical information that would make the disclosure of these mineral resources inaccurate or misleading.

Mantra will be required to make the following cash and share payments to earn a 100% interest in the Wind Mountain project, subject to certain existing royalties:

Cash Common Shares
On execution of the option agreement $25,000 (paid) -
On or before August 1, 2014 $275,000 $100,000 of Mantra common shares
On or before August 1, 2015 $700,000 $100,000 of Mantra common shares
On or before August 1, 2016 $2,000,000 1 -
On or before August 1, 2017 $2,000,000 1 -
$5,000,000

Note 1: Up to one-half ($1,000,000) may, at the election of Mantra, be satisfied by Mantra issuing common shares.

Mantra has no work commitments under the Option Agreement and Bravada will not retain any royalty interest in the Property.

The number of Mantra common shares issued pursuant to the Option Agreement will in each case be determined using an issue price equal to the volume weighted average trading price for the five consecutive trading days ending on the trading date that is five trading days prior to the date of issuance, subject to the minimum conversion price permitted by the TSX Venture Exchange (the "Exchange"). In addition to the securities law hold period, the Mantra common shares issued to Bravada pursuant to the Option Agreement will be subject to certain contractual restrictions on sale. Bravada has also agreed to vote the shares in accordance with the recommendations of Mantra's management or board of directors.

The Option Agreement is subject to certain conditions, including acceptance by the Exchange.

Private Placement

Mantra intends to raise up to $500,000 through a non-brokered private placement of up to 4,166,667 common shares at a price of $0.12 per share.

The proceeds of the private placement will be used to fund the $275,000 option payment due on or before August 1, 2014, for the payment of claim-maintenance fees due in respect of the Property and for general working capital purposes. The Company may pay finder's fees in connection with the financing. The private placement is subject to acceptance by the Exchange.

Certain directors and officers of the Company are expected to acquire securities under the private placement. Such participation would be considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The transaction will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any shares issued to or the consideration paid by such persons will exceed 25% of the Company's market capitalization.

Potential Spin-out Transaction

Following completion of the private placement and initial cash and share payments under the Option Agreement, the Company intends to consider a potential spin-out of its Honeymoon Property, an early stage gold-silver-copper property located on the west side of Adams Lake, British Columbia, into a new public company that would be owned by the shareholders of Mantra. If Mantra determines to proceed with a spin-out transaction, details will be provided to shareholders when available and the transaction would be subject to required Exchange, shareholder and court approvals.

ABOUT MANTRA CAPITAL INC.

Mantra Capital Inc. is a growth company focused on the exploration and development of precious and base metals. The Company currently has the option to acquire an undivided 100% interest in and to certain mineral claims in British Columbia known collectively as the Honeymoon Property, an early stage gold-silver-copper property located on the west side of Adams Lake, British Columbia. Mantra is led by a highly experienced executive management team that has a successful track record of building shareholder value through exploration, corporate finance, and mine development.

For more information please visit www.mantracapitalinc.com.

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.

Kenneth Collison, for the Company, is a Qualified Person for the purposes of National Instrument 43-101 and has reviewed and approved the information of a scientific and technical nature contained in this news release. Mr. Collison has reviewed, but has not verified, the PEA and the data from the PEA disclosed in this release due to the PEA having been prepared on behalf of and filed by Bravada. A copy of the PEA can be viewed under Bravada's profile at www.sedar.com.

Cautionary Note Regarding Forward-Looking Statements: This news release includes certain forward-looking statements and forward-looking information (together, "forward-looking statements"). All statements other than statements of historical fact included in this release, including, without limitation, statements regarding the Option Agreement, the private placement and other future plans and objectives of the Company. There can be no assurance that such statements will prove to be accurate and actual results and future events may vary from those anticipated in such statements. Important risk factors that could cause actual results to differ materially from the Company's plans or expectations include risks related to Exchange acceptance of the Option Agreement and private placement, regulatory changes, risks associated with obtaining required Exchange and other approvals, removal of conditions, fundraising, and risk associated with mineral exploration, including the risk that actual results of exploration will be different from those expected by management. The forward-looking statements in this news release were developed based on the expectations of management, including that Exchange acceptance for the proposed transactions will be obtained, conditions will be satisfied, required fundraising will be completed and the other risks described above will not materialize. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as otherwise required by applicable securities legislation.

This press release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any applicable securities laws of any state of the United States and may not be offered or sold in the United States, or to, or for the account or benefits of a U.S. person (as defined in Regulation S under the 1933 Act) unless registered or pursuant to an available exemption from such registration requirements.

Contact Information