News Release – Vancouver, British Columbia – December 21, 2020: Yuntone Capital Corp. (TSX-V:
YTC.H) (“Yuntone” or the “Company”), a capital pool company, is pleased to announce that further to its news release dated October 27, 2020, Mantaro Silver Corp. (“Mantaro”) has completed its over- subscribed non-brokered private placement (the “Private Placement”) of 22,695,152 subscription receipts (each, a “Subscription Receipt”) at a price of $0.35 per Subscription Receipt for aggregate gross proceeds of $7,943,303.20.
Yuntone previously announced the proposed amalgamation (the “Transaction”) with Mantaro which will
constitute the "Qualifying Transaction" of Yuntone, as such term is defined in Policy 2.4 of the TSX Venture Exchange (the “Exchange”). The net proceeds of the Private Placement are being held in escrow pending completion of the Qualifying Transaction by Mantaro and Yuntone.
Each Subscription Receipt, prior to the closing of the Transaction, will automatically convert into one
common share of Mantaro and one-half of one share purchase warrant of Mantaro (each a “Mantaro
Warrant”), with each whole Mantaro Warrant exercisable into one common share of Mantaro at an
exercise price of $0.55 per share for a period of one year, for no additional consideration upon the
satisfaction of certain escrow release conditions, including the conditional approval of the Exchange for
the Transaction and satisfaction or waiver of all conditions precedent to the Transaction as set out in the
amalgamation agreement. Upon closing of the Transaction, each common share of Mantaro and
Mantaro Warrant issued on conversion of the Subscription Receipts will automatically be converted into
post-consolidation common shares and warrants of Yuntone.
The net proceeds of the Private Placement are being held in escrow pending completion of the Qualifying Transaction by Mantaro and Yuntone. See Yuntone’s news release dated October 27, 2020 for additional information about the Transaction, Mantaro and its business. Yuntone and Mantaro will issue additional news releases related to the Transaction, and other material information as it becomes available. There can be no assurance that the Transaction will be completed as proposed or at all. Trading in the shares of Yuntone is presently halted. The shares of Yuntone will remain halted until the Transaction is completed and approved by the Exchange.
For further information: Mantaro Silver Corp., Leo Karabelas, (416) 543-3120, [email protected]
Yuntone Capital Corp. is a capital pool company ("CPC") as defined by Exchange Policy 2.4 (“Policy 2.4”)
and the shares were listed for trading under the trading symbol "YTC.H". To date Yuntone has not
completed a Qualifying Transaction (“QT”) as defined under Policy 2.4.
For further information please contact:
Yuntone Capital Corp.
Information set forth in this news release contains forward-looking statements. These statements relate
to completion of the Transaction, use of proceeds of the Private Placement, the expectations relating to
officers, directors and insiders of Mantaro, among others reflect management’s current estimates,
beliefs, intentions and expectations; they are not guarantees of future performance. Yuntone cautions
that all forward-looking statements are inherently uncertain and that actual performance may be
affected by a number of material factors, many of which are beyond Yuntone’s control. Such factors
include, among other things: risks and uncertainties relating to Yuntone’s ability to complete the
proposed Qualifying Transaction and the Private Placement; and other risks and uncertainties.
Accordingly, actual and future events, conditions and results may differ materially from the estimates,
beliefs, intentions and expectations expressed or implied in the forward looking information. Except as
required under applicable securities legislation, Yuntone undertakes no obligation to publicly update or
revise forward-looking information.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange
acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder
approval. Where applicable, the transaction cannot close until the required shareholder approval is
obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing
statement to be prepared in connection with the transaction, any information released or received with
respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the
securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has
neither approved nor disapproved the contents of this press release.
A halt in trading shall remain in place until after the Qualifying Transaction is completed or such time
that acceptable documentation is filed with the TSX Venture Exchange.
The securities referred to in this news release have not been, nor will they be, registered under the United
States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to,
or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from
the U.S. registration requirements. This release does not constitute an offer for sale of, nor a solicitation
for offers to buy, any securities in the United States.
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.