Karmin Announces Equity Participation by New Directors and the Granting of Stock Options

TORONTO, Sept. 9, 2011 /CNW/ -- 
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
 DISSEMINATION IN THE UNITED STATES/


TORONTO, Sept. 9, 2011 /CNW/ - Further to its news release dated
 September 2, 2011, Karmin Exploration Inc. ("Karmin") (TSXV: KAR) announced today that certain members of the board of
 directors of Karmin (the "Board") appointed on September 2, 2011, being David Brace, Terence Orslan,
 Richard Faucher and Edmundo Guimaraes (collectively, the "Participating New Directors"), will participate in a non-brokered private placement (the "Private Placement").  A consultant to Karmin will also participate in the Private
 Placement.  Karmin also announced that the Board has unanimously
 resolved to grant stock options (the "Options") to the Participating New Directors and Larry Ciccarelli, also a
 recently appointed member of the Board, as well as certain employees
 and consultants of Karmin (collectively, the "Option Participants").


As an indication of their belief in the continued success of Karmin, the
 Board has unanimously resolved to issue an aggregate of 637,500 common
 shares in the capital of Karmin (the "Common Shares") to the Participating New Directors and the consultant for gross
 proceeds of $255,000.00.


The proceeds of the Private Placement are intended to be used to further
 the mandate of the newly comprised Board to pursue various strategic
 transactions in order for Karmin to achieve its corporate objectives.


The 2,350,000 stock options previously granted to the former directors
 of Karmin have been surrendered and terminated. In accordance with the
 terms of Karmin's stock option plan (available on SEDAR), the
 terminated options are available to be granted by the Board.


In order to provide an additional financial incentive for the continued
 improvement in the performance of Karmin and encouragement to remain in
 the employ of Karmin, Karmin will grant a total of 2,535,000 Options to
 the Option Participants effective today. The Options permit the holders
 to purchase Common Shares at an exercise price of $0.40 per Common
 Share for a period of 10 years from today's date.  The closing price of
 the Common Shares on the TSX Venture Exchange ("TSX-V") on September 8, 2011 was $0.355. Approximately 50% of the Options
 vest immediately with the remainder vesting in equal parts on the first
 and second anniversary of the issuance of the Options.


The granting of the Options and the Private Placement (the "Transactions") are both subject to the acceptance of the TSX-V. Karmin intends to
 close the Private Placement immediately following conditional
 acceptance of the Private Placement in order to accelerate its pursuit
 of its corporate objectives.


Each Transaction is considered to be a "related party transaction" under
 National Instrument 61-101- Take-Over Bids and Special Transactions ("NI 61-101"), however as the fair market value of both Transactions individually
 and together represent less than 25% of the market capitalization of
 Karmin, the Transactions are exempt from the formal valuation and
 minority shareholder approval requirements as set out in NI 61-101.


About Karmin


The Common Shares are listed on the TSX-V and trade under the symbol
 "KAR". The principal business of Karmin is to acquire and explore
 resource properties. Karmin's main project is located at Aripuanã,
 Brazil. Karmin owns 30% of the Aripuanã zinc project, one of the
 largest undeveloped zinc projects in Brazil. Aripuanã covers a complete
 mineralized massive sulphide district, with five areas of
 mineralization (Arex, Ambrex, Babacu, Massaranduba and Mocoto) over a
 25 kilometre strike length. Karmin also owns 100% of the Aripuanã
 gold-silver project which includes the gold and silver mineralization
 associated with the near surface oxidized portions of the massive
 sulphide deposits.


This news release contains forward-looking statements relating to the
 Transactions. Forward-looking statements include, but are not limited
 to, possible events and statements. The words "plans," "expects," "is
 expected," "scheduled," "estimates," "forecasts," "projects,"
 "intends,"  anticipates," or "believes," or variations of such words
 and phrases or statements that certain actions, events or results
 "may," "could," "would," "might," or "will be taken," "occur," and
 similar expressions identify forward-looking statements.


Such statements are not historical facts. Readers are cautioned not to
 place undue reliance on forward-looking statements, as there can be no
 assurance that the plans, intentions or expectations upon which they
 are based will occur. By their nature, forward-looking statements
 involve numerous assumptions, known and unknown risks and
 uncertainties, both general and specific, that contribute to the
 possibility that the predictions, forecasts, projections in the
 forward-looking statements will not occur, and that actual performance
 and results in future periods may differ materially from any estimates or projections of future
 performance or results expressed or implied by such forward-looking
 statements. These assumptions, risks and uncertainties include, among
 other things: the inability to obtain or meet conditions imposed by
 applicable regulatory requirements relating to the Transactions and the
 inability to successfully implement and execute Karmin's corporate
 objectives.


The forward-looking statements contained in this news release are made
 as of the date of this news release. Except as required by law, Karmin
 disclaims any intention and assumes no obligation to update or revise
 any forward-looking statements, whether as a result of new information,
 future events or otherwise. Additionally, Karmin undertakes no
 obligation to comment on the expectations of, or statements made by,
 third parties in respect of the matters discussed above. The TSX-V has
 not reviewed and does not accept responsibility for the adequacy or
 accuracy of this news release.


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p  /p table tr valign="top" td align="left" David Bracebr/ Chief Executive Officerbr/ Email: a href="mailto:[e-mail]"[e-mail]/abr/ Tel: [phone] /td td align="right" or /td td align="left" John Iannozzibr/ Chief Financial Officerbr/ Email: a href="mailto:[e-mail]"[e-mail]/abr/ Tel: [phone] /td /tr /table p   /p 

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