MBMI Resources Inc.
TSX VENTURE : MBR

MBMI Resources Inc.

February 09, 2012 15:34 ET

MBMI Announces Proposed Convertible Debenture Financing and Share Consolidation

RICHMOND HILL, ONTARIO--(Marketwire - Feb. 9, 2012) - MBMI RESOURCES INC. (the "Company") (TSX VENTURE:MBR) announces a proposed private placement of convertible debentures ("Debentures") with an aggregate principal amount of up to $1,500,000, and a proposed consolidation of the common shares of the Company ("Share Consolidaton") on a 5 to 1 basis, whereby one new common shares would be issued in exchange for every 5 pre-consolidation common shares outstanding. The Debentures, which will be unsecured, will accrue interest at a rate of 12% per annum and will mature one year after issuance. Following the completion of the Share Consolidation, the principal amount of the Debenture would be convertible at the option of the holder into units ("Units") at a deemed price of $0.10 per Unit. The Share Consolidation is subject to the approval of the Company's shareholders and the TSX Venture Exchange. The Company anticipates that the Share Consolidation will be proposed to shareholders for approval at the Company's next shareholders' meeting.

Each Unit would be comprised of one common share of the Company and one-half of one warrant ("Warrant"), each whole Warrant being exercisable for one common share at a price of $0.12 per share for a period of one year after the Share Consolidation.

Finders or agents may be entitled to receive finder's fees of up to 8% of the principal of the Debenture placed by finders payable in shares ("Finder's Shares") with a deemed price of $0.05 per share, and a number of finder's warrants ("Finder's Warrants") equal to the number of Finder's Shares issued. Each Finder's Warrant would be exercisable to acquire, for a term of one year after the Share Consolidation, one common share at a price of $0.12 per share.

The conversion price per Unit and exercise price of the Warrants and Finder's Warrants are based on the Share Consolidation being completed on a 5 to 1 basis. If the Share Consolidation is completed at a different consolidation ratio, the conversion price and warrant exercise prices will be adjusted accordingly.

The private placement is subject to the approval of the TSX Venture Exchange.

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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