Morumbi Resources Inc.

Morumbi Resources Inc.

October 27, 2015 12:58 ET

Morumbi Announces Closing of $200,000 Debenture Financing and Change in Directorship

TORONTO, ONTARIO--(Marketwired - Oct. 27, 2015) - Morumbi Resources Inc. (TSX VENTURE:MOC) ("Morumbi" or the "Company") wishes to announce the closing of its non-brokered private placement offering (the "Offering") of 200 Units at a price of $1,000 per Unit, with each Unit consisting of $1,000 principal amount of convertible unsecured debentures (the "Debentures") due October 31, 2018 (the "Maturity Date") and 20,000 common share purchase warrants (the "Warrants") for aggregate gross proceeds of up to $200,000. The Offering was initially announced on September 16, 2015.

The Debentures will bear interest at the rate of 15% per annum, payable quarterly in arrears. Pursuant to the terms of the Debentures, and subject to customary adjustments, the subscribers may, at any time prior to the Maturity Date, convert all or any part of the principal amount outstanding under the Debentures into common shares in the capital of the Company (each, a "Share") at a conversion price of $0.05 per Share. Each Warrant can be exercised into Shares at an exercise price of $0.05 per Share until the Maturity Date.

The proceeds of the Offering will be used by the Company to finance the pursuit of accretive acquisition opportunities and for general corporate purposes. The Company is currently in discussions with vendors in connection with the potential acquisition of mineral resource assets in Latin America, a region with which the Morumbi leadership team has considerable experience. There is no binding commitment at this time and no assurance that a binding commitment will ultimately be reached. The Company will continue to update the market concerning potential acquisition activity as circumstances warrant.

All securities issued pursuant to the Offering are subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation, expiring on February 28, 2016.

Certain insiders of the Company acquired Units under the Offering. The participation by such insiders is considered to be a "related party transaction", as defined under Multilateral Instrument 61-101 ("MI 61-101"). The Company intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(b) of MI 61-101 in respect of such insider participation.

The Company would also like to announce the appointment of Mr. Kurt Menchen to the Board of Directors. Mr. Menchen is the past-President of Operations, Brazil, of Largo Resources Ltd, and has over 37 years' of experience operating and managing mining projects, including over 20 years as General Manager at the Jacobina Gold project in Bahia State, Brazil. His prior experience also includes Anglo American's Vaal Reefs underground gold mine in South Africa and De Beers Goldfields in Angola. Mr. Menchen holds a degree in mining engineering from the Federal University of Rio Grande do Sul, Brazil. The Board of Directors has granted 200,000 stock options to Mr. Menchen. The options have an exercise price of $0.05, have a term of five years and vest immediately.

Mr. Menchen succeeds Mr. Tony Croll, who has resigned from the Board for personal reasons. Mr. Croll has been a positive contributor to Morumbi for the past eight years, and the Company thanks him for his service. Mr. Croll's departure and Mr. Menchen's appointment are both effective immediately.

About Morumbi Resources

Morumbi is a public company focused on evaluating resource opportunities in Papua New Guinea. It also has a legacy light oil property in northwest Alberta. The Company trades on the TSX Venture Exchange under the symbol "MOC".

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.

Cautionary Note Regarding Forward-Looking Information

This press release includes certain "forward-looking information" within the meaning of applicable Canadian securities legislation.

Forward-looking information is based on reasonable assumptions that have been made by Morumbi as at the date of such information and is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Morumbi to be materially different from those expressed or implied by such forward-looking information, including but not limited to: the impact of general business and economic conditions; that all conditions precedent to the Offering will be met; that any accretive acquisitions, as a result of current discussions pertaining to mineral resource assets in Latin America or otherwise, will be completed; problems inherent to the marketability of base and precious metals; industry conditions, including fluctuations in the price of base and precious metals, fluctuations in interest rates; government entities interpreting existing tax legislation or enacting new tax legislation in a way which adversely affects Morumbi; stock market volatility; competition; risk factors disclosed in Morumbi's most recent Management's Discussion and Analysis available electronically on SEDAR; and such other factors described or referred to elsewhere herein, including unanticipated and/or unusual events. Many such factors are beyond Morumbi's ability to control or predict.

Although Morumbi has attempted to identify important factors that could cause actual outcomes to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate as actual outcomes and future events could differ materially from those reliant on forward-looking information.

All of the forward-looking information given in this press release is qualified by these cautionary statements and readers are cautioned not to put undue reliance on forward-looking information due to its inherent uncertainty. Morumbi disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise, except as required by law. This forward-looking information should not be relied upon as representing the Company's views as of any date subsequent to the date of this press release.

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