Kazax Minerals Inc.

TSX VENTURE : KZX


Kazax Minerals Inc.

February 19, 2013 13:50 ET

Kazax Announces Closing of Acquisition of Lomonosovskoye Iron Ore Deposit

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 19, 2013) -

NOT FOR DISSEMINATION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Kazax Minerals Inc. ("Kazax" or the "Company") (TSX VENTURE:KZX) is pleased to announce that it has completed the acquisition (the "Acquisition") of a 75% interest (the "LP Interest") in the Lomonosovskoye Limited Liability Partnership (the "LP") from Safin Element GmbH ("Safin") as previously announced December 19, 2011 and updated on March 15, 2012 and October 16, 2012. Following completion of the Acquisition, the LP is now owned 75% by Kazax and 25% by the Kazakhstan state agency Tobol. Pursuant to a subsoil use contract between the LP and the Ministry of Industry and New Technologies of Kazakhstan ("MINT"), the LP holds unrestricted exploration and production rights to the Lomonosovskoye iron ore deposit located in Kostanay Oblast Kazakhstan (the "Deposit").

Pursuant to the Acquisition share purchase agreement (the "SPA"), the Company will acquire the LP Interest from Safin for aggregate consideration payable as follows:

  1. In connection with closing, the Company will make an initial payment of US $13,587,040 to Safin, comprised of a cash payment of US $6,933,784 and US $4,615,200 through the issuance of 23,076,000 common shares (the "First Payment Shares") of the Company at a price of CDN $0.20 per common share;
  2. A second payment comprised of a cash payment of US $18,800,480, payable quarterly commencing March 30, 2013, and a conditional payment of US $3,570,000 payable through the issuance of common shares (the "Second Installment Consideration Shares") of the Company at a price per common share equal to the volume weighted average price at which the common shares of the Company trade on the TSX Venture Exchange (the "Exchange") for the five trading days prior to issuance; and
  3. A third payment comprised of a cash payment of US $18,800,480 payable quarterly commencing March 30, 2014, and a conditional payment of US $3,570,000 payable through the issuance of common shares (the "Third Installment Consideration Shares") of the Company at a price per common share equal to the volume weighted average price at which the common shares of the Company trade on the Exchange for the five trading days prior to issuance.

The Second Installment Consideration Shares are issuable by the Company on or before thirty (30) business days following receipt by the Company of the results of tests by an independent laboratory confirming, to the Company's satisfaction, the iron ore product quality of the Deposit (the "Quality Test") on or before September 30, 2013.

The Third Installment Consideration Shares are issuable by the Company on or before thirty (30) business days following the later of (a) receipt by the Company of the results of a drill program to be undertaken by the Company confirming, to the Company's satisfaction, the level of certainty of the historical mineral resources for the Deposit and (b) the completion by the Company of a resource estimate conducted under the supervision of an independent qualified person (the "Resource Estimate") on or before December 31, 2013.

All of the First Payment Shares issued to Safin are subject to resale restrictions until June 16, 2013. In addition, under the terms of the SPA the parties have agreed that 25% of the First Payment Shares will have an additional hold period expiring 12 months from issuance, 25% of the First Payment Shares will have an additional hold period expiring 18 months from issuance and 25% of the First Payment Shares will have an additional hold period expiring 24 months from issuance. Immediately prior to the closing of the Acquisition, Safin had ownership and/or control over no common shares of Kazax. Upon completion of the Acquisition, Safin has ownership and/or control over the 23,076,000 First Payment Shares, representing approximately 13.93% of the issued common shares of Kazax. Safin acquired the First Payment Shares for investment purposes, and has no present intention to acquire further securities of Kazax other than the Second and Third Installment Common Shares, although Safin may in the future acquire or dispose of securities of Kazax in the market, privately or otherwise, as circumstances or market conditions warrant.

The Company has agreed to pay a finder's fee of US $2,635,800 (the "Finder's Fee") to an arm's length party (the "Finder") in connection with the Acquisition. The Finder's Fee is payable in three installments as follows:

  1. In connection with closing, the Company has made an initial payment of US $703,800 to the Finder;
  2. US $966,000, payable upon payment of the Second Installment to Safin ; and
  3. US $966,000 payable upon payment of the Third Installment to Safin.

David Savage, President and CEO of Kazax, stated: "The completion of this acquisition is a key step forward for the company and paves the way for Kazax to move forward into an operational stage within 2013. We are very excited to have received all of the approvals from the Kazakhstan Government for this acquisition and we are appreciative of the support that the government departments involved have provided Kazax. We are well on track to complete all of the remaining approvals in the first half of this year and aim to commence operations in the third quarter of 2013."

About the Company

Kazax Minerals Inc. is a mining exploration and development company focusing on iron ore. Other world-wide target acquisitions are being sought. Kazax aims to be a significant mid-tier international mine exploration and development company in the iron ore sector.

For additional information readers are invited to review additional corporate and property information available on SEDAR at www.sedar.com.

ON BEHALF OF THE BOARD

David Savage, President & CEO

Forward-Looking Statements

This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "schedule", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this news release contains forward looking statements and information concerning the Company s future operations and prospects. The forward-looking statements and information are based on certain key expectations and assumptions made by the Company, including expectations and assumptions concerning equipment and crew availability, and joint venture partner financial capability. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward looking statements and information because the Company can give no assurance that they will prove to be correct. By its nature, such forward-looking information is subject to various risks and uncertainties, which could cause the Company's actual results and experience to differ materially from the anticipated results or expectations expressed. These risks and uncertainties include, but are not limited to, reservoir performance, labour, equipment and material costs, access to capital markets, interest and currency exchange rates, and political and economic conditions. Additional information on these and other factors is available in continuous disclosure materials filed by the Company with Canadian securities regulators. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date it is expressed in this news release or otherwise, and to not use future-oriented information or financial outlooks for anything other than their intended purpose. The Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

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.

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