Alphamin Resources Corp.
TSX VENTURE : AFM

Alphamin Resources Corp.

December 03, 2013 10:33 ET

Alphamin Announces a $12.0 Million Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Dec. 3, 2013) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Alphamin Resources Corp. (TSX VENTURE:AFM) ("Alphamin" or the "Company") is pleased to announce that is has agreed to raise $12.0 million by way of a non-brokered private placement (the "Private Placement") of 100,000,000 common shares at a price of $0.12 per common share (the "Shares"). The Private Placement is subject to the approval of the TSX Venture Exchange, shareholder approval, and other typical conditions to closing.

The Company intends to use the proceeds from the Private Placement for the further exploration and development of the Bisie Tin Project (the "Bisie Project"), a tin asset located in the Democratic Republic of Congo.

Tremont Master Holdings ("Tremont") will be the sole purchaser of the Shares and, upon closing of the Private Placement, will own approximately 39.81% of the shares of the Company on an undiluted basis. As such, the Private Placement will result in the creation of a new control person (as such term is defined under securities laws), and in accordance with the policies of the TSX Venture Exchange shareholder approval of the Private Placement will be required.

The Shares will be acquired pursuant to the exemption in section 2.10 of National Instrument 45-106 Prospectus and Registration Exemptions.

The acquisition of the Shares is being made for investment purposes. Concurrently with the closing of the Private Placement, the Company and Tremont will enter into a pre-emptive rights agreement whereby Tremont will have the right to participate in any subsequent equity offering by the Company on a pro rata basis. This right will continue until the earlier of five years from the closing of the Private Placement and the date on which Tremont and its affiliates hold less than 20% of the issued and outstanding shares of the Company. Additionally, Tremont will be entitled to appoint two out of five directors of the Company. This right will continue until the later of two years from closing of the Private Placement and the date on which Tremont and its affiliates hold less than 20% of the issued and outstanding shares of the Company.

About Alphamin

Alphamin is a TSX Venture Exchange listed tin explorer and developer. The Company's strategy is to locate next generation tin assets and leverage our exploration and development expertise to create sustainable tin production. The Company's primary focus during this year is to realise the potential of the Bisie Project located in the Democratic Republic of Congo.

About Tremont

Tremont Master Holdings is a Mauritius-based investment company focused on African exploration and mining opportunities and is located at Suite 510, 5th Floor Barkly Wharf Le Caudon Waterfront Port Louis, Mauritius.

ON BEHALF OF THE BOARD OF DIRECTORS

Ross Doyle, Chief Financial Officer

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 News Release.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state of the United States and may not be offered or sold within the United States (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.

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