Alhambra Resources Ltd.
TSX VENTURE : ALH
PINKSHEETS : AHBRF
FRANKFURT : A4Y

Alhambra Resources Ltd.

March 10, 2014 08:30 ET

Alhambra Resources Ltd. Announces the Closing of the GRIT Financing

CALGARY, ALBERTA--(Marketwired - March 10, 2014) - Further to Alhambra Resources Ltd.'s (TSX VENTURE:ALH)(PINKSHEETS:AHBRF)(FRANKFURT:A4Y) ("Alhambra" or the "Corporation") news releases of November 12, 2013 and February 10, 2014, Alhambra announces that it has closed its financing with Global Resources Investment Trust plc ("GRIT").

In exchange for 2,764,500 ordinary shares of GRIT (the "GRIT Shares") at the deemed price of £1.00 per GRIT Share, Alhambra issued to GRIT a C$5.0 million, three year, 12% convertible secured promissory note (the "Note") plus warrants to purchase 5.0 million common shares of the Corporation (the "Warrants").

GRIT has been established to exploit investment opportunities in the junior mining and natural resources sectors worldwide, with an investment objective to generate medium and long-term capital growth. GRIT has conducted share exchange transactions with 41 junior resource companies (32 headquartered in Canada), acquiring an initial portfolio of their securities in exchange for 39,520,012 ordinary shares having a deemed value of £39,520,012 (approximately C$73,250,000).

The GRIT Shares were distributed pursuant to a prospectus published by GRIT in the UK on February 28, 2014. GRIT's application to list its ordinary shares on the premium listing segment of the Official List and to trade on the London Stock Exchange's main market became effective on Friday, March 7, 2014. GRIT's distribution of the GRIT Shares to the Corporation and other Canadian based issuers was also made pursuant to a discretionary exemption order granted by the Ontario and British Columbia Securities Commissions dated November 13, 2013.

The Note is convertible into common shares of the Corporation at C$0.25 per common share. The Note may be repaid at any time prior to maturity at the fair market value of the note at that time. The Corporation also has the option to force conversion during the term of the Note at a minimum of US$0.20 per share. The Warrants have an exercise price of C$0.30 per common share and are exercisable for three years from the date of issue of the Note. If the weighted average trading price of Alhambra's shares for any five trading days within ten consecutive trading days equals or exceeds C$0.35 per share, any outstanding balance owing on the Note will automatically convert to common shares. Similarly the Warrant holder is required to convert outstanding Warrants at the same time and under the same conditions.

The Corporation will seek to sell the GRIT Shares through the facilities of the London Stock Exchange. During the first six months, all sales of GRIT Shares will be arranged by GRIT. Funds realized from the sale of the GRIT Shares will allow the Corporation to deal with its creditors, resume its mining operations in Kazakhstan and advance its exploration and production development strategy.

ABOUT ALHAMBRA

Alhambra is a Canadian based international exploration and gold production corporation focused on gold in Kazakhstan.

Alhambra common shares trade in Canada on The TSX Venture Exchange under the symbol ALH, in the United States on the Over-The-Counter Pink Sheets Market under the symbol AHBRF and in Germany on the Frankfurt Open Market under the symbol A4Y. The Corporation's website can be accessed at www.alhambraresources.com.

Neither the TSX Venture Exchange Inc. nor its Regulation Services Provider (as that term is defined in the Policies of the TSX Venture Exchange Inc.) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

Certain statements contained in this news release constitute "forward-looking statements" as such term is used in applicable Canadian and US securities laws. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. In particular, there is no assurance that Alhambra will realize at least £1.00 per GRIT Share upon the sale thereof, or that the Corporation will realize proceeds from the sale of the GRIT Shares in a timely manner, or how the realized funds received will be used. These statements should be viewed as forward-looking statements to the extent that they involve estimates thereof. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans, "estimates" or "intends", or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact and should be viewed as "forward-looking statements". Such forward looking statements involve known and unknown risks including, political, social and other risks inherent in carrying on business in a foreign jurisdiction and such other business risks as discussed herein and other publicly filed disclosure documents. Although the Corporation has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could vary or differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements contained in this news release.

Forward looking statements are made based on management's beliefs, estimates and opinions on the date the statements are made and the Corporation undertakes no obligation to update forward-looking statements and if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable law.

Contact Information

  • Alhambra Resources Ltd.
    John J. Komarnicki
    Chairman and Chief Executive Officer
    +1 (403) 228-2855

    Alhambra Resources Ltd.
    Donald D. McKechnie
    VP & Chief Financial Officer
    +1 (403) 228-2855