RICHMOND HILL, ONTARIO -- (Marketwire) -- 05/01/12 -- MBMI RESOURCES INC. (the "Company") (TSX VENTURE:MBR) announces that it has closed a previously announced private placement of convertible debentures ("Debentures") raising an aggregate principal amount of $600,000.
Following the completion of the Company's previously announced consolidation of the common shares of the Company (the "Shares") on a 10 to 1 basis (the "Share Consolidation"), the principal amount of the Debenture will be convertible at the option of the holders into units ("Units") at a deemed price of $0.10 per Unit. Each Unit would be comprised of one Share and one-half of one warrant ("Warrant"), each whole Warrant being exercisable for one Share at a price of $0.12 per share for a period of one year after the Share Consolidation. The Debentures are secured, accrue interest at a rate of 12% per annum and mature one year after issuance.
In connection with the private placement, finders are entitled to receive compensation equal to up to 8% of the principal of the Debenture placed by finders payable in shares with a deemed price of $0.05 per share ("Finder's Shares"), and finder's warrants ("Finder's Warrants") equal to the number of Finder's Shares issued. Each Finder's Warrant is exercisable to acquire, for a term of one year after the Share Consolidation, one common share at a price of $0.12 per share. Finder's fees of 320,000 Shares and 320,000 Finder's Warrants are payable by the Company to Mr. Romolo Valentino Nati, and finder's fees of 32,000 Shares and 32,000 Finder's Warrant are payable by the Company to ECP Consulting Limited.
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. All securities issued in this private placement are subject to a four month hold period expiring on September 1, 2012. The Share Consolidation is subject to the approval of the Company's shareholders and the TSX Venture Exchange.