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ALH

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Share Name Share Symbol Market Type
TSXV:ALH TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Alhambra Reaffirms Previously Announced C$5.0 Million Financing

10/02/2014 12:30pm

Marketwired Canada


Alhambra Resources Ltd. (TSX VENTURE:ALH)(PINKSHEETS:AHBRF)(FRANKFURT:A4Y)
("Alhambra" or the "Corporation"), an international gold explorer and producer,
announces that the Corporation is proceeding with the previously announced
financing agreement with Global Resources Investment Trust PLC ("GRIT") for
C$5.0 million under the same terms and conditions as announced on November 12,
2013. Alhambra will receive 2,764,500 GRIT shares at a deemed value of one
British pound (GBP 1.00) per GRIT share. The C$5.0 million convertible note
financing will provide the Corporation with the working capital it requires to
resume its mining operations in Kazakhstan and to reorganize its outstanding
debts.


GRIT is a UK based investment trust established to seek to exploit investment
opportunities in the junior mining and natural resource sectors. GRIT's
investment objective is to generate medium and long term capital growth through
investments in diverse portfolios of primarily small and mid-capitalized natural
resources and mining companies that are listed on various global stock
exchanges.


GRIT is seeking admission of its ordinary shares on the main market for listed
securities on the London Stock Exchange ("LSE"). It is anticipated that this
transaction will be completed imminently.


Alhambra and GRIT have entered into a convertible secured promissory note
agreement, whereby Alhambra would, assuming successful listing of the GRIT
shares on the LSE, subscribe for GRIT shares at a deemed value of one British
pound (GBP 1.00) per GRIT share. Alhambra will then sell the GRIT shares through
the facilities of the LSE to realize the private placement proceeds. 


In exchange for the issuance of the GRIT shares, the Corporation will issue to
GRIT, a C$5.0 million convertible secured promissory note (the "Note") and
warrants. The Note will bear interest at an annual rate of 12%, will have a term
of three years and will be secured by the Corporation's work in progress gold in
Kazakhstan if and when required by GRIT. GRIT has the option to convert both the
principal and interest portions of the Note into common shares of the
Corporation at C$0.25 per common share. Alhambra has the option to pay the
interest either in cash or in shares of the Corporation. The Note may be repaid
at any time prior to maturity at the fair market value of the note at that time.
The Corporation also has the option to force conversion during the term of the
Note at a minimum of US$0.20 per share. In connection with the Note, Alhambra
will issue warrants to purchase 5.0 million common shares of the Corporation
(the "Warrants"). The Warrants have an exercise price of C$0.30 per common share
and are exercisable for three years from the date of issue of the Note. If, at
any time during the term of the Note, the weighted average trading price of
Alhambra's shares for any five trading days within a period of ten consecutive
trading days, equals or exceeds C$0.35 per share, any outstanding balance owing
on the Note at that time will automatically convert to common shares of the
Corporation. Similarly the Warrant holder is required to convert any outstanding
Warrants at the same time and under the same conditions and to the extent any
then outstanding Warrants not be converted, the outstanding Warrants will
expire. 


Completion of the financing is subject to receiving final approvals from the TSX
Venture Exchange Inc. and the relevant Canadian Securities Commissions, and GRIT
successfully listing its shares for trading on the LSE. 


John J. Komarnicki, Chairman and Chief Executive Officer of the Corporation,
stated, "We are delighted that our financing is close to being completed. The
funds to be received will strengthen our balance sheet, allow us to deal with
our creditors and advance our exploration and production development strategy." 


In addition, on behalf of the Board of Directors of Alhambra, Mr. Komarnicki
announces that effective immediately, Messrs John I. Huhs and Robin M.
Merrifield have resigned for personal reasons as Directors of the Corporation. 


"We would like to thank both John and Robin for their contributions to Alhambra
and we wish them well," stated Mr. Komarnicki.


ABOUT ALHAMBRA

Alhambra is a Canadian based international exploration and gold production
corporation producing gold in Kazakhstan. 


Alhambra common shares trade in Canada on The TSX Venture Exchange under the
symbol ALH, in the United States on the Over-The-Counter Pink Sheets Market
under the symbol AHBRF and in Germany on the Frankfurt Open Market under the
symbol A4Y. The Corporation's website can be accessed at
www.alhambraresources.com.


Neither the TSX Venture Exchange Inc. nor its Regulation Services Provider (as
that term is defined in the Policies of the TSX Venture Exchange Inc.) accepts
responsibility for the adequacy or accuracy of this release. 


Forward-Looking Statements 

Certain statements contained in this news release constitute "forward-looking
statements" as such term is used in applicable Canadian and US securities laws.
These statements relate to analyses and other information that are based on
forecasts of future results, estimates of amounts not yet determinable and
assumptions of management. In particular, finalizing the financings detailed
herein, and other factors and events described in this news release should be
viewed as forward-looking statements to the extent that they involve estimates
thereof. Any statements that express or involve discussions with respect to
predictions, expectations, beliefs, plans, projections, objectives, assumptions
or future events or performance (often, but not always, using words or phrases
such as "expects" or "does not expect", "is expected", "anticipates" or "does
not anticipate", "plans, "estimates" or "intends", or stating that certain
actions, events or results "may", "could", "would", "might" or "will" be taken,
occur or be achieved) are not statements of historical fact and should be viewed
as "forward-looking statements". Such forward looking statements involve known
and unknown risks including, finalizing the financings detailed herein;
political, social and other risks inherent in carrying on business in a foreign
jurisdiction and such other business risks as discussed herein and other
publicly filed disclosure documents. Although the Corporation has attempted to
identify important factors that could cause actual actions, events or results to
differ materially from those described in forward-looking statements, there may
be other factors that cause actions, events or 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 vary or differ
materially from those anticipated in such statements. Accordingly, readers
should not place undue reliance on forward-looking statements contained in this
news release.


Forward looking statements are made based on management's beliefs, estimates and
opinions on the date the statements are made and the Corporation undertakes no
obligation to update forward-looking statements and if these beliefs, estimates
and opinions or other circumstances should change, except as required by
applicable law.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Alhambra Resources Ltd.
John J. Komarnicki
Chairman and Chief Executive Officer
+1 (403) 228-2855
(403) 228-2865 (FAX)


Alhambra Resources Ltd.
Donald D. McKechnie
VP & Chief Financial Officer
+1 (403) 228-2855
(403) 228-2865 (FAX)
www.alhambraresources.com

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