MBMI Resources Inc.
TSX VENTURE : MBR

MBMI Resources Inc.

September 07, 2012 18:33 ET

MBMI Announces Closing of First Tranche of Private Placement

RICHMOND HILL, ONTARIO--(Marketwire - Sept. 7, 2012) - MBMI RESOURCES INC. (the "Company") (TSX VENTURE:MBR) is pleased to announce that it closed, on September 6, 2012, the first tranche (the "First Tranche") of the private placement previously announced in its press releases of July 31, 2012 and August 20, 2012. The Company has raised gross proceeds of $610,000 from the sale of 12,200,000 units (the "Units") at $0.05 per Unit. Each Unit consists of one common share of the Company (a "Common Share") and one purchase warrant (a "Warrant"). Each Warrant will entitle the holder to purchase one Common Share for a period of two years at an exercise price of $0.10 per share. The closing of the First Tranche has resulted in there being a total of 34,464,968 Common Shares issued and outstanding.

All securities issued in connection with this financing will be subject to a four-month hold period expiring January 7, 2013. The Company has received conditional approval of the private placement from the TSX Venture Exchange. The private placement is subject to final approval by the TSX Venture Exchange.

Under the terms of an agreement with ECP Consulting Inc. ("ECP"), 264,000 Common Shares and 264,000 warrants (with the same exercise price and expiry date as the Warrants) were issued to ECP as a finder's fee in connection with a portion of the sums raised.

Gwynneth Gold Limited ("Gwynneth Gold") and Kam Yuen Capital Ltd. ("Kam Yuen") were among the subscribers to the First Tranche. Gwynneth Gold's offices are located at Room 1902, Cheung Kong Center 2 Queen's Road Central, Hong Kong. Kam Yuen's offices are located at Room 805A, 8/F Sino Plaza, 255 Gloucester Rd., Causeway Bay, Hong Kong. Gwynneth Gold subscribed for 2,920,000 Units (for payment of $146,000) and Kam Yuen subscribed for 2,800,000 Units (for a payment of $140,000).

Prior to the completion of the First Tranche, Gwynneth Gold owned and controlled 3,913,581 Common Shares, or 17.8% of the issued and outstanding Common Shares prior to closing, and warrants to purchase 800,000 Common Shares.

Prior to the completion of the First Tranche, Kam Yuen owned and controlled 3,618,976 Common Shares, or 16.5% of the issued and outstanding Common Shares prior to closing, and warrants to purchase 1,000,000 Common Shares.

With the closing of the First Tranche, Gwynneth Gold now owns and controls 6,833,581 Common Shares, or 19.8% of the issued and outstanding Common Shares. It also now owns and controls warrants exercisable for 3,720,000 Common Shares. If Gwynneth Gold were to exercise all of the warrants it holds for MBMI Common Shares (and no other warrants were exercised), it would then hold 27.6% of MBMI's issued and outstanding Common Shares.

With the closing of the First Tranche, Kam Yuen now owns and controls 6,418,976 Common Shares, or 18.6% of the issued and outstanding Common Shares. It also now owns and controls warrants exercisable for 3,800,000 Common Shares. If Kam Yuen were to exercise all of the warrants it holds for MBMI Common Shares (and no other warrants were exercised), it would then hold 26.7% of MBMI's issued and outstanding Common Shares.

The Units were acquired by Gwynneth Gold and Kam Yuen for investment purposes. They may in the future acquire ownership of, or control over, additional securities of MBMI. The number of securities to be acquired and the timing of the acquisition is not currently known.

Harmony Asset Limited, the parent company of Gwynneth Gold, is a joint actor with that company, but exercises no control over the securities of the Company held by Gwynneth Gold.

For further details regarding the securities-holdings of Kam Yuen Capital Ltd. and Gwynneth Gold Limited, please see the Early Warning Reports issued by those companies on September 7, 2012 (available at www.sedar.com). Copies of these Early Warning Reports by submitting a request, in the case of Gwynneth Gold by telephone at (852) 2545 6883 or by fax at (852) 2544 9833 to the attention of Vincent Cheng, and in the case of Kam Yuen by telephone at (852) 2566 2638 or by fax at (852) 2891 2636, to the attention of Mr. Ning, Yat Hoi.

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For further information relating to the Company or this release, please refer to the Company's website at www.mbmiresources.com.

Cautionary Statement:

The foregoing information may contain forward-looking statements relating to the future performance of MBMI Resources Inc. Forward-looking statements, specifically those concerning future performance, are subject to certain risks and uncertainties, and actual results may differ materially from the Company's plans and expectations. These plans, expectations, risks and uncertainties are detailed herein and from time to time in the filings made by the Company with the TSX Venture Exchange and securities regulators. MBMI Resources Inc. does not assume any obligation to update or revise its forward-looking statements, whether as a result of new information, future events or otherwise.

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. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

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