Kazax Minerals Inc.

TSX VENTURE : KZX


Kazax Minerals Inc.

February 20, 2013 09:30 ET

Kazax Announces Private Placement of Convertible Debentures

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 20, 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) subject to the approval of the TSX Venture Exchange, the Company intends to complete a non-brokered private placement (the "Private Placement") for up to Cdn $12,000,000 in aggregate principal amount of convertible unsecured non-interest bearing debentures (the "Debentures"). The Debentures will be direct, unsecured obligations of the Company, ranking equally with all other unsecured indebtedness of the Company.

The Debentures will mature and become payable on the date that is three years from the date of issuance (the "Maturity Date"). Upon receipt of all necessary approvals from the Kazakh Ministry of Industry and New Technologies ("MINT") for the conversion of the Debentures, the principal amount of the Debentures will be convertible on or before the Maturity Date, at the option of the holder, into units of the Company (the "Units") at a conversion price of Cdn $0.285 per Unit.

Each Unit will be comprised of one common share (a "Share") of the Company, and one-half of one share purchase warrant (a "Warrant") with each whole Warrant exercisable to purchase an additional Share (a "Warrant Share") for a period of three years from the date of issuance of the Debentures at an exercise price of Cdn $0.35. In the event that the closing price of the common shares of the Company on TSX Venture Exchange is equal to or exceeds $1.00 for a period of 10 consecutive trading days (the "Acceleration Event"), the Warrants will expire on the date which is 90 calendar days after the Company provides notice to the holders of the Warrants that the Acceleration Event has occurred.

The Debentures, and any Shares, Warrants or Warrant Shares issued upon conversion of the Debentures will be subject to a hold period expiring four months and one day from the date the Debentures are issued. The proceeds of the Private Placement will be used for general working capital purposes.

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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