RICHMOND HILL, ONTARIO--(Marketwire - March 16, 2012) - MBMI RESOURCES INC. (the "Company") (TSX VENTURE:MBR) announces that the terms of a previously announced private placement of convertible debentures ("Debentures") and consolidation of the common shares of the Company ("Share Consolidation") have been revised. The original terms were described in the Company's press release of February 9, 2012.
It is proposed that the private placement would now involve an aggregate principal amount of Debentures of up to $600,000 (rather than $1,500,000 as previously proposed). The proposed Share Consolidation would take place on a 10 to 1 basis (rather than a 5 to 1 basis as previously proposed), whereby one new common share would be issued in exchange for every 10 pre- consolidation common shares outstanding. The Debentures, which will be secured (rather than unsecured as previously proposed), will accrue interest at a rate of 12% per annum and will mature one year after issuance. Following the completion of the Share Consolidation, the principal amount of the Debenture would be convertible at the option of the holder into units ("Units") at a deemed price of $0.10 per Unit.
Each Unit would be comprised of one common share of the Company and one-half of one warrant ("Warrant"), each whole Warrant being exercisable for one common share at a price of $0.12 per share for a period of one year after the Share Consolidation.
Finders or agents may be entitled to receive finder's fees of up to 8% of the principal of the Debenture placed by finders payable in shares ("Finder's Shares") with a deemed price of $0.05 per share, and a number of finder's warrants ("Finder's Warrants") equal to the number of Finder's Shares issued. Each Finder's Warrant would be exercisable to acquire, for a term of one year after the Share Consolidation, one common share at a price of $0.12 per share.
The conversion price per Unit and exercise price of the Warrants and Finder's Warrants are based on the Share Consolidation being completed on a 10 to 1 basis. If the Share Consolidation is completed at a different consolidation ratio, the conversion price and warrant exercise prices will be adjusted accordingly.
The private placement is subject to the approval of the TSX Venture Exchange. The Share Consolidation is subject to the approval of the Company's shareholders and the TSX Venture Exchange.