Mukuba Resources Limited

Mukuba Resources Limited

June 19, 2015 15:53 ET

Mukuba Resources Limited Announces Debt Settlement

TORONTO, ONTARIO--(Marketwired - June 19, 2015) - Mukuba Resources Limited ("Mukuba" or the "Company") (TSX VENTURE:MKU) reports that it has reached agreements to settle an aggregate of $661,407.10 of debt owed to certain insiders of the Company and other parties in consideration for the issuance of 13,228,142 common shares of the Company at a deemed price of $0.05 per share pursuant to the minimum pricing rules of the NEX board of the TSX Venture Exchange (the "Exchange"). Current insiders comprise $299,272.85 of the debt settled. In addition, certain insiders have released the Company from debts totalling $42,000 for nominal consideration. The indebtedness to be settled or released relates to professional and consulting services. The disinterested directors of the Company have approved the debt settlements with the respective insiders and their associates and affiliates. The debt settlement is subject to Exchange approval. The securities to be issued will be subject to a hold period of four months and one day.

The participation in the debt 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. The insider 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 Exchange 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 the timely receipt of all regulatory approvals for the debt settlement, including that of the Exchange, and the need to settle definitive documentation with certain creditors. 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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