Mr. John Wong reports
MBMI COMPLETES FIRST CLOSING OF PRIVATE PLACEMENT OF CONVERTIBLE DEBENTURES
MBMI Resources Inc. has completed the first closing of its private placement of convertible debentures. As previously announced and further to a conditional approval granted on May 10, 2013, by the TSX Venture Exchange, the company is seeking to raise up to $500,000 through the private placement of debentures. A total of $350,000 has now been raised through this first closing.
The debentures issued will accrue interest at a rate of 12 per cent per annum and will mature on May 17, 2014, one year after issuance. The principal amount of the debentures will be convertible at the option of the holders into units at a deemed price of five cents per unit. Each unit will comprise one common share of the company and one-half of one warrant, each whole warrant being exercisable for one common share at a price of 10 cents per share for a period of one year after the debenture conversion. A total of seven million common shares and 3.5 million warrants would therefore be issued if all the debentures issued in this closing were converted.
For additional information regarding the use of proceeds from this private placement, please refer to the company's press release of April 22, 2013.
This private placement is subject to final approval of the TSX Venture Exchange. The debentures issued in this closing (as well as the common shares resulting from conversion) will be subject to a four-month hold period expiring Sept. 22, 2013.
Early warning
Gwynneth Gold Ltd. was included among the investors in this closing. Gwynneth Gold's offices are located at room 1902, Cheung Kong Center, 2 Queen's Rd. Central, Hong Kong. Gwynneth Gold subscribed for debentures having a principal amount of $62,500.
Prior to the completion of this closing, Gwynneth Gold owned and controlled 6,833,581 common shares, or 18.8 per cent of the common shares then outstanding, and warrants to purchase 800,000 common shares (which, if exercised, would have caused Gwynneth Gold to hold 20.6 per cent of the company's common shares then outstanding).
With this first closing of this private placement, Gwynneth Gold now owns and controls debentures that, if converted, would result in it owning and controlling 8,083,581 common shares, or 17.3 per cent of the company's common shares then outstanding, and 1,425,000 common share purchase warrants. If Gwynneth Gold also converted those warrants, it would hold 9,508,581 common shares of the company, or 19.7 per cent of the common shares then outstanding.
The debentures were acquired by Gwynneth Gold for investment purposes. It may in the future acquire ownership of, or control over, additional securities of the company. The number of securities to be acquired and the timing of the acquisition is not currently known.
Harmony Asset Ltd., the parent company of Gwynneth Gold, is a joint actor with that company but exercises no control over the securities of the company held by Gwynneth Gold.
For further details regarding the securities/holdings of Gwynneth Gold, please see the early warning report to be filed by it (which will be available on SEDAR). Copies of that early warning report may be obtained by submitting a request to Gwynneth Gold by telephone at 852-2545-6883 or by fax at 852-2544-9833 to the attention of Vincent Cheng.
We seek Safe Harbor.
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