Mukuba Resources Limited
TSX VENTURE : MKU

Mukuba Resources Limited

August 28, 2015 08:00 ET

Mukuba Resources Limited Announces Change of Management and Completion of Debt Settlement

TORONTO, ONTARIO--(Marketwired - Aug. 28, 2015) - Mukuba Resources Limited ("Mukuba" or the "Company") (TSX VENTURE:MKU) announces changes today to its board of directors and executive management team. Incoming management includes Daniel Crandall, who joins Mukuba as Chief Executive Officer, Chief Financial Officer, and Marie-Josée Audet, who joins as Secretary. The incoming board of directors will include Mr. Crandall, Ms. Audet, and Shaun Drake. The new board and management team's mandate is to identify suitable assets or businesses for a merger or acquisition, with a view to maximizing value for shareholders.

Mr. Daniel Crandall, CPA, CA, is a Senior Manager at Marrelli Support Services Inc. ("MSSI"), and provides CFO, accounting, regulatory compliance, and management advisory services to numerous issuers on the TSX, TSX Venture Exchange ("TSX-V") and other Canadian and US exchanges. Previously, he was a Manager at Collins Barrow Toronto LLP, a public accounting firm, where he worked for over five years. Mr. Crandall holds Honours Bachelor of Accounting degree from Brock University.

Ms. Marie-Josée Audet, CPA, MBA is a Senior Financial Analyst at MSSI, where she has provided financial services primarily to junior exploration companies for the past seven years. Prior to joining MSSI, Ms. Audet worked at McCarney Greenwood LLP for two years, where she acquired auditing experience mainly with junior exploration companies. Ms. Audet holds a Masters of Business Administration with specialization in management of small and medium business.

Mr. Shaun Drake is an associate (ACIS) of the Institute of Chartered Secretaries and Administrators (ICSA). Mr. Drake is a senior executive of DSA Corporate Services Inc., a Toronto-based firm founded by Mr. Drake in 2000 that provides corporate secretarial services to reporting issuers. Prior to that, Mr. Drake worked in the global trust services industry for fourteen years, and provided corporate services to a private bank. He currently acts as corporate secretary for several companies listed on the TSX and TSX-V.

Mukuba also announces the resignations today of Ben Smit as President, Chief Executive Officer and director, Art Hampson as Chief Financial Officer and director, and Martin Horgan as director. Mukuba would like to thank Mr. Smit, Mr. Hampson, and Mr. Horgan for their contributions to Mukuba during their respective tenures. We wish them well in their future endeavours.

Mukuba is pleased to announce that it has completed the debt settlement transaction announced on June 19, 2015 (the "Settlement"). Pursuant to the Settlement, the Company issued 13,228,142 common shares at a deemed issue price of $0.05 per common share to settle indebtedness in the total aggregate total amount of $661,407.10. All of common shares issued pursuant to the Settlement are subject to a four-month and one day hold period from the date of issuance. In addition, pursuant to the policies of the TSX-V, 6,462,032 common shares issued pursuant to the Settlement are subject to a 36-month resale restriction, to be released as to 5% upon issuance of the TSX-V bulletin accepting the Settlement, with additional releases of 5%, 10%, 10%, 15%, 15%, and 40%, respectively, every six months thereafter.

The participation in the Settlement by certain insiders of the Company constitutes a "related party transaction" pursuant to Multilateral Instrument 61-101 ("MI 61-101"), requiring the Company, in the absence of exemptions, to obtain a formal valuation and minority shareholder approval. Persons who were "related parties" (as defined by MI 61-101) of the Company were issued an aggregate total of 4,635,457 common shares to settle indebtedness in the aggregate amount of $231,772.85. These debt settlements are exempt from the valuation requirement of MI 61-101 by virtue of the exemption set out in section 5.5(1)(b), as the Company's securities are not listed on certain specified markets. The Company is relying on the financial hardship exemption to the minority shareholder approval requirement set out at section 5.5(b) of MI 61-101, on grounds the Company is in serious financial difficulty, the debt settlement is designed to improve its financial condition, the Company has one or more independent directors in respect of the debt settlement, and such independent directors support the transaction for the reasons stated above, and consider the transaction to be reasonable given the Company's circumstances.

No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy of this release.

Forward-Looking Information

This news release contains certain "forward-looking information" within the meaning of applicable Canadian securities laws that are based on expectations, estimates and projections as at the date of this news release. Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information. Forward-looking information in this release includes statements regarding completion of the debt settlement. Such statements are based on reasonable assumptions and estimates of management of the Company at the time they are made, and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others: risk factors relating to results of exploration, project development, reclamation and capital costs of the Company's mineral properties, and the Company's financial condition and prospects, could differ materially from those currently anticipated in such statements for many reasons such as: changes in general economic conditions and conditions in the financial markets; changes in demand and prices for minerals; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; technological and operational difficulties encountered in connection with the activities of the Company; and other matters discussed in this news release. Although the Company has attempted to identify important factors that could cause actual results 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 such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company undertakes no obligation to revise or update any forward-looking information other than as required by applicable securities laws.

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