Mayen Minerals Ltd.

Mayen Minerals Ltd.

October 15, 2010 13:50 ET

Mayen Minerals Announces Brokered Private Placement for Gross Proceeds of Up to $6.045 Million and Amendment to Ensenada Property Acquisition Agreement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Oct. 15, 2010) -


MAYEN MINERALS LTD. (TSX VENTURE:MYM) (the "Company" or "Mayen") is pleased to announce that the Company has entered into an engagement letter (the "Engagement Letter") with MGI Securities Inc. ("MGI") for a brokered private placement of up to 9,300,000 units (the "Units") at a price of $0.65 per Unit for gross proceeds of up to $6,045,000 (the "Offering"). Each Unit will consist of one common share of the Company (a "Common Share") and one-half of a Common Share purchase warrant (a "Warrant"). Each whole Warrant will entitle the holder thereof to purchase one Common Share at a price of $0.90 for a period of 12 months from the closing of the Offering, subject to the acceleration provision described below. All securities issued in connection with the Offering will be subject to a statutory hold period of four months and a day from the date of issuance in accordance with applicable securities law legislation.

The Company will be entitled to accelerate the expiry date of the Warrants to the date that is 30 days following the date a news release is issued by the Company announcing that the weighted average price on the TSX Venture Exchange (the "Exchange") has been equal or greater than $1.15 for any 20 consecutive trading days after the hold period has expired.

MGI is acting as lead agent for the Offering and will offer the Units on a best efforts basis. The Units will be made available by way of prospectus exemptions in Canada and in such other jurisdictions as the Company may agree where the Units can be issued on a private placement basis, exempt from any prospectus, registration or other similar requirements.

The Offering is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including the Exchange, the negotiation and execution of an agency agreement between the Company and MGI and the closing of the acquisition of the Ensenada Property (the "Ensenada Property Acquisition") on the terms described below.

At the closing of the Offering, the Company will pay MGI a cash commission equal to 8% of the gross proceeds of the Units sold in the Offering and will issue to MGI options to acquire that number of Units equal to 10% of the number of Units sold under the Offering (the "Agent's Options"). Each Agent's Option will entitle MGI to purchase one unit (an "Agent's Unit") at a price of $0.65 for a period of 24 months from the closing of the Offering. Each Agent's Unit will consist of one Common Share and one half of a common share purchase warrant (an "Agent's Warrant"). Each whole Agent's Warrant will entitle MGI to purchase one Common Share at a price of $0.90 for a period of 24 months from the closing of the Offering. The Company will also reimburse MGI for reasonable fees and expenses incurred in connection with the Offering.

The proceeds from the Offering will be used to fund the Ensenada Property Acquisition, exploration and the development of the Company's properties in Mexico, the cost of the Offering and for general working capital.

Ensenada Property Acquisition

Further to the Company's news release of July 13, 2010, Mayen also announces that it entered into an amended option agreement (the "Amended Option Agreement") among Ivonne Boileve Romero ("Romero"), Navial Holdings S.A. de C.V. ("Navial Holdings"), Navial Mineria S.A. de C.V. ("Navial Mineria" and together with Romero and Navial Holdings, the "Optionors") and Minmay S.A. de C.V. ("Minmay"), a wholly-owned indirect subsidiary of the Company, for the acquisition (the "Acquisition") of up to an undivided 56% interest in 6 claim blocks comprising approximately 465,500 hectares located in the north-western section of Baja California, Mexico (the "Property").

Pursuant to the terms of the Amended Option Agreement, the number of Common Shares to be issued, the cash amount to be paid and the property expenditures to be incurred under the three option phases was revised as set forth below.

(a) In phase one ("Phase One"), the Company, through Minmay, will have the option to acquire a 25% interest in the Property by paying the Optionors an aggregate of US$400,000 and issuing 500,000 Common Shares upon closing of the Offering.

(b) In phase two ("Phase Two"), Minmay will have the option to acquire an additional 25% interest in the Property (for an aggregate 50% interest) by paying the Optionors a further aggregate payment of US$300,000 and spending not less than US$2,500,000 in expenditures on the Property on or before the 18 month anniversary of the date Exchange approves the Ensenada Property Acquisition (the "Effective Date").

(c) In the final phase ("Phase Three"), Minmay will have the option to acquire a further 6% interest in the Property (for an aggregate 56% interest) by paying the Optionors a further aggregate payment of US$300,000 and spending not less than US$1,500,000 in expenditures on the Property on or before the 30 month anniversary of the Effective Date.

(d) After the closing of Phase One, if at all, Minmay will be required to pay the Optionors an aggregate payment of US$10,000 per month as a pre-payment of the US$300,000 cash payments contemplated in Phase Two and Phase Thee, subject to Minmay's right to terminate the Amended Option Agreement.

The Ensenada Property Acquisition is subject to closing the Offering and applicable regulatory approval, including the approval of the Exchange.

About Mayen Minerals Ltd.

Mayen is a Canadian junior exploration company focused on the acquisition, exploration, and development of precious and base metal deposits in Mexico. The Company is listed on the TSX Venture Exchange under the symbol MYM.


Dennis A. van Dyke, President, Chief Executive Officer and Director

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

FORWARD LOOKING STATEMENTS: This press release contains forward-looking statements. Forward- looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date such statements were made. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

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

Contact Information

  • Mayen Minerals Ltd.
    Mayen Minerals Ltd.
    Dennis A. van Dyke
    President and Chief Executive Officer
    (604) 689-4733
    (604) 251-1721 (FAX)