| | | May 21, 2013
MBMI Completes First Closing of Private Placement of Convertible Debentures
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| | Richmond Hill, Ontario, May 21, 2013 -- MBMI RESOURCES INC. (the "Company") (TSX-V: MBR) announces the first closing of its private placement (the "Private Placement") of convertible debentures ("Debentures"). As previously announced and further to a conditional approval granted on May 10, 2013 by the TSX Venture Exchange, the Company is seeking to raise up to $500,000 through the private placement of Debentures. A total of $350,000 has now been raised through this first closing.
The Debentures issued will accrue interest at a rate of 12% per annum and will mature on May 17, 2014, one year after issuance. The principal amount of the Debentures will be convertible at the option of the holders into units ("Units") at a deemed price of $0.05 per Unit. Each Unit will be comprised of one common share of the Company and one-half of one warrant (a "Warrant"), each whole Warrant being exercisable for one common share at a price of $0.10 per share for a period of one year after the Debenture conversion. A total of 7,000,000 common shares and 3,500,000 Warrants would therefore be issued if all the Debentures issued in this closing were converted.
For additional information regarding the use of proceeds from this Private Placement, please refer to the Company's press release of April 22, 2013.
This Private Placement is subject to final approval of the TSX Venture Exchange. The Debentures issued in this closing (as well as the common shares resulting from conversion) will be subject to a 4 month hold period expiring September 22, 2013.
Early Warning
Gwynneth Gold Limited ("Gwynneth Gold") was included among the investors in this closing. Gwynneth Gold's offices are located at Room 1902, Cheung Kong Center 2 Queen's Road Central, Hong Kong. Gwynneth Gold subscribed for Debentures having a principal amount of $62,500.
Prior to the completion of this closing, Gwynneth Gold owned and controlled 6,833,581 Common Shares, or 18.8% of the common shares then outstanding, and warrants to purchase 800,000 common shares (which, if exercised, would have caused Gwynneth Gold to hold 20.6% of the Company's common shares then outstanding).
With this first closing of this Private Placement, Gwynneth Gold now owns and controls Debentures that, if converted, would result in it owning and controlling 8,083,581 common shares, or 17.3% of the Company's common shares then outstanding, and 1,425,000 common share purchase warrants. If Gwynneth Gold also converted those warrants, it would hold 9,508,581 common shares of the Company, or 19.7% of the common shares then outstanding.
The Debentures were acquired by Gwynneth Gold for investment purposes. They may in the future acquire ownership of, or control over, additional securities of the Company. The number of securities to be acquired and the timing of the acquisition is not currently known.
Harmony Asset Limited, the parent company of Gwynneth Gold, is a joint actor with that company, but exercises no control over the securities of the Company held by Gwynneth Gold.
For further details regarding the securities-holdings of Gwynneth Gold Limited, please see the Early Warning Report to be filed by it (which will be available at www.sedar.com). Copies of that Early Warning Report may be obtained by submitting a request to Gwynneth Gold by telephone at (852) 2545 6883 or by fax at (852) 2544 9833 to the attention of Vincent Cheng.
Contacts:
For further information relating to the Company or this release, please refer to the Company's website at www.mbmiresources.com or contact John Wong, President and CEO by telephone at 905-886-3888 or by email at mbmi@mail.com.
Cautionary Statement:
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. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
The foregoing information may contain forward-looking statements relating to the future performance of MBMI Resources Inc. Forward-looking statements, specifically those concerning future performance, are subject to certain risks and uncertainties, and actual results may differ materially from the Company's plans and expectations. These plans, expectations, risks and uncertainties are detailed herein and from time to time in the filings made by the Company with the TSX Venture Exchange and securities regulators. MBMI Resources Inc. does not assume any obligation to update or revise its forward-looking statements, whether as a result of new information, future events or otherwise.
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