Kazax Minerals Inc.
TSX VENTURE : KZX

Kazax Minerals Inc.

August 15, 2013 10:48 ET

Kazax Announces Private Placement of Convertible Debentures

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Aug. 15, 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$25,000,000 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") on or before the Maturity Date for the Debentures, the principal amount of the Debentures will automatically be converted into units of the Company (the "Units") at the conversion price of Cdn$0.15 per Unit.

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

The Debentures, and any Shares, Warrants and Warrant Shares issued upon conversion of the Debentures or exercise of the Warrants, 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.

Participation by Insiders

The Private Placement will be considered a related party transaction as Insiders and their Associates are currently expected to subscribe for approximately Cdn$20,000,000 of the Debentures. The material change report in relation to this transaction may be filed less than 21 days before closing as the Company intends to complete the Private Placement as soon as is commercially feasible.

February 2013 Private Placement Not Proceeding

In light of the above Private Placement, the private placement announced on February 20, 2013 will no longer proceed.

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

Trevor Campbell Smith, President & CEO

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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