Sirius Resources Fund I Ltd.

June 11, 2009 14:35 ET

Sirius Announces Purchase of Mukuba Special Warrants

TORONTO, ONTARIO--(Marketwire - June 11, 2009) - Sirius Resources Fund I Ltd. ("Sirius") is pleased to announce that is has purchased 2,858,000 special warrants of Mukuba Resources Limited (the "Company") for a total purchase price of $1,000,300. The special warrants were acquired pursuant to a private placement financing (the "Offering") of 6,509,571 special warrants completed by the Company on May 28, 2009 at a purchase price of $0.35 per special warrant for aggregate gross proceeds of $2,278,349.85. The common shares of the Company are not currently listed on any stock exchange.

Each special warrant shall be automatically exchanged for units of the Company at 5:00 p.m. (Toronto time) on the earlier of (i) the date that is three business days following the date on which the common shares of the Company become listed on the TSX Venture Exchange or the Toronto Stock Exchange; and (ii) December 31, 2009. Each unit will, subject to adjustment, consist of one common share of the Company and one-half of one warrant. Each whole warrant will entitle the holder thereof to purchase one common share of the Company at an exercise price of $0.45 per share until November 28, 2010.

If the common shares of the Company are not listed on either the TSX Venture Exchange or the Toronto Stock Exchange by December 31, 2009, then each special warrant will entitle the holder thereof to acquire 1.05 common shares of the Company (in lieu of one common share) and 0.525 warrants (in lieu of one-half of one warrant).

In addition to the purchased special warrants, Sirius holds:

- 2,474,668 common shares of the Company, representing approximately 10% of the current issued and outstanding common shares and 1,000,000 warrants, with each warrant entitling it to purchase one common share of the Company at an exercise price of $0.35 per share until June 23, 2010; and

- 820,000 special warrants, acquired May 2008, convertible into up to 984,000 common shares.

If all the warrants now held by, and potentially issuable to Sirius are exercised and all other special warrants held by it are converted into the maximum number of common shares issuable thereunder, Sirius would acquire up to an additional 6,485,350 common shares, for a total of 8,960,018 common shares, representing approximately 30% of the issued and outstanding common shares, based on a total of 29,757,293 Company shares then issued and outstanding. The 29,757,293 common shares has been calculated to include only the maximum number of common shares issuable to Sirius on (i) the conversion of the recently issued special warrants for common shares and warrants of the Company, assuming the exercise of all such, (ii) the conversion of the special warrants issued in May 2008 into common shares, and (iii) the exercise of all other warrants held by it, in each case, added to the 23,271,943 common shares currently issued and outstanding.

The special warrants of the Company were acquired by Sirius by way of a private placement for investment purposes. The securities were distributed to Sirius pursuant to the exemption from prospectus requirements as set out in Section 2.10 of National Instrument 45-106 - Prospectus and Registration Exemptions. Sirius may, from time to time, acquire additional securities of the Company, dispose of some or all of the existing or additional securities, or may continue to hold the current position. Sirius' registered address is c/o Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman KY1-1111, Cayman Islands.

Contact Information

  • Paul Siveyer
    + 44 (0) 1481 743 898