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MBR Mbmi Resources Inc.

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Share Name Share Symbol Market Type
Mbmi Resources Inc. TSXV:MBR 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 -

MBMI Announces Revised Terms of Convertible Debenture Financing and Share Consolidation and Grant of Stock Options

16/03/2012 6:35pm

Marketwired Canada


MBMI RESOURCES INC. (the "Company") (TSX VENTURE:MBR) announces that the terms
of a previously announced private placement of convertible debentures
("Debentures") and consolidation of the common shares of the Company ("Share
Consolidation") have been revised. The original terms were described in the
Company's press release of February 9, 2012.


It is proposed that the private placement would now involve an aggregate
principal amount of Debentures of up to $600,000 (rather than $1,500,000 as
previously proposed). The proposed Share Consolidation would take place on a 10
to 1 basis (rather than a 5 to 1 basis as previously proposed), whereby one new
common share would be issued in exchange for every 10 pre- consolidation common
shares outstanding. The Debentures, which will be secured (rather than unsecured
as previously proposed), will accrue interest at a rate of 12% per annum and
will mature one year after issuance. Following the completion of the Share
Consolidation, the principal amount of the Debenture would be convertible at the
option of the holder into units ("Units") at a deemed price of $0.10 per Unit.


Each Unit would be comprised of one common share of the Company and one-half of
one warrant ("Warrant"), each whole Warrant being exercisable for one common
share at a price of $0.12 per share for a period of one year after the Share
Consolidation.


Finders or agents may be entitled to receive finder's fees of up to 8% of the
principal of the Debenture placed by finders payable in shares ("Finder's
Shares") with a deemed price of $0.05 per share, and a number of finder's
warrants ("Finder's Warrants") equal to the number of Finder's Shares issued.
Each Finder's Warrant would be exercisable to acquire, for a term of one year
after the Share Consolidation, one common share at a price of $0.12 per share.


The conversion price per Unit and exercise price of the Warrants and Finder's
Warrants are based on the Share Consolidation being completed on a 10 to 1
basis. If the Share Consolidation is completed at a different consolidation
ratio, the conversion price and warrant exercise prices will be adjusted
accordingly.


The private placement is subject to the approval of the TSX Venture Exchange.
The Share Consolidation is subject to the approval of the Company's shareholders
and the TSX Venture Exchange. The Company anticipates that the Share
Consolidation will be proposed to shareholders for approval at the Company's
next shareholders' meeting.


Grant of Stock Options

The Company has granted to Christopher Aiello, the newest member of the
Company's board of directors, 250,000 share purchase options of the Company,
each option entitling the holder to purchase one common share of the Company at
a price of $0.10 per share for five years from the date of issuance.


In addition, Mr. Aiello has been granted 250,000 share purchase options of the
Company exercisable at a price of $0.10 per share for two years from the date of
grant. These options will vest upon the validation of Financial and Technical
Assistance Agreements of the Company relating to certain properties in the
Philippines which are currently the subject of a dispute (the "Validation") if
such Validation is obtained within one year of the option grant. If the
Validation is not obtained within one year of the option grant, one-half of the
options granted will expire after one year from the option grant. The remaining
options will either vest upon the Validation if the Validation is obtained
within two years of the option grant, or expire two years from the date of grant
if the Validation has not been obtained by that time.


The terms of the share purchase options granted to Mr. Aiello are consistent
with those granted to the directors of the Company in late 2011. All share
purchase options granted have been granted under the Company's stock option plan
under which 10% of the Company's issued and outstanding shares are reserved for
issuance under the plan.


For further information relating to the Company or this release, please refer to
the Company's website at www.mbmiresources.com.


Cautionary Statement:

The foregoing information may contain forward-looking statements relating to the
future performance of MBMI Resources Inc. Forward-looking statements,
specifically those concerning future performance, are subject to certain risks
and uncertainties, and actual results may differ materially from the Company's
plans and expectations. These plans, expectations, risks and uncertainties are
detailed herein and from time to time in the filings made by the Company with
the TSX Venture Exchange and securities regulators. MBMI Resources Inc. does not
assume any obligation to update or revise its forward-looking statements,
whether as a result of new information, future events or otherwise.


1 Year Mbmi Resources Inc. Chart

1 Year Mbmi Resources Inc. Chart

1 Month Mbmi Resources Inc. Chart

1 Month Mbmi Resources Inc. Chart