Monarques Gold Corporation
TSX VENTURE : MQR
FRANKFURT : MR7

Monarques Gold Corporation

December 18, 2015 16:15 ET

Monarques Announces the Closing of the Second Tranche of a Private Placement of $275,000

MONTREAL, QUEBEC--(Marketwired - Dec. 18, 2015) -

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN THE UNITED STATES.

MONARQUES GOLD CORPORATION ("Monarques" or the "Corporation") (TSX VENTURE:MQR)(FRANKFURT:MR7) is pleased to announce it has closed the second tranche of a private placement through its agent, Industrial Alliance Securities Inc. ("IAS"), for an aggregate amount of $275,000 by the issuance of 500 Flow-Through Units (hereinafter defined) (the "Offering").

Each flow-through unit (the "Flow-Through Unit") consists of 4,000 common shares of the share capital of the Corporation issued as "flow-through shares" (the "Flow-Through Shares") as defined in the Income Tax Act (Canada), at a price of $0.10999 per Flow-Through Share, 1,375 common shares of the share capital of the Corporation (the "Common Shares"), at a price of $0.08 per Common Share and 2,688 common share purchase warrants (the "Warrants") at a price of $0.00002 per Warrant.

Each Warrant entitles the holder thereof to subscribe for one Common Share, at a price of $0.10 per Common Share, for a period of 24 months following the closing of the Offering.

In consideration for the services rendered in connection with the Offering, IAS received an aggregate cash commission of $24,805. As additional compensation, IAS received an aggregate number of 130,881 compensation options which entitle its holder thereof to subscribe for an aggregate number of 130,881 Common Shares (the "Agent Shares"), at a price of $0.10 per Agent Share, at any time, for a period of 24 months following the closing of the Offering.

The net proceeds of Offering from the Common Shares comprised in the Flow-Through Units will be used by the Corporation for its working capital and the proceeds of the Offering from the Flow-Through Shares comprised in the Flow-Through Units will be used for the realisation of exploration works on the Croinor Gold Property and the Simkar Gold Property.

Three insiders subscribed for Flow-Through Units in the Offering. Thus, 12 Flow-Through Units were issued to Mr. Michel Bouchard, 20 Flow-Through Units were issued to Mr. Michel Baril, and 13 Flow-Through Units were issued to Mr. Jean-Marc Lacoste, all directors of the Corporation. These transactions constitute "related parties transactions" within the meaning of Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions ("Regulation 61-101") and TSX Venture Exchange Policy 5.9 - Protection of Minority Security Holders in Special Transactions. However, the directors of the Corporation who voted in favour of the Offering have determined that the exemptions from formal valuation and minority approval requirements provided for respectively under subsections 5.5(a) and 5.7(1)(a) of Regulation 61-101 can be relied on as neither the fair market value of the Flow-Through Units issued to Mr. Bouchard, Mr. Baril or Mr. Lacoste, nor the fair market value of the consideration paid exceed 25% of the Corporation's market capitalization. None of the Corporation's directors has expressed any contrary views or disagreements with respect to the foregoing.

A material change report in respect of this related party transaction will be filed by the Corporation but could not be filed at least 21 days prior to the closing of the Offering due to the fact that the terms of the participation of each of the non-related parties and the related parties in the Offering were not confirmed.

The Offering is subject to final approval from the TSX Venture Exchange. All securities issued pursuant to this Offering are subject to a restricted period of four months and a day.

The securities issued under the Offering have not been registered under the United States Securities Act of 1933 (the "Act") or any state securities laws and, accordingly, may not be offered or sold to, except in compliance with exemptions from the registration requirements of the Act and applicable state securities laws. This press release does not constitute an offer to sell any securities or a solicitation of an offer to purchase any securities, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification of the securities under the securities laws or an exemption from the application of such laws.

ABOUT MONARQUES

Monarques is a gold exploration company currently focusing its efforts on the development of gold projects along the Cadillac Break, in the Val-d'Or area of Quebec. Monarques currently has nearly 175 km² of property holdings in the Val-d'Or area, including two mining concessions and one mining lease with over $9 million in work credits from the Ministère de l'Énergie et des Ressources naturelles.

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.

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