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MBMI issued partial revocation orders by BCSC, ASC

2017-02-06 23:14 ET - News Release

Mr. Joseph Chan reports

MBMI RESOURCES INC. ANNOUNCES PARTIAL REVOCATION OF CEASE TRADE ORDERS, SHARE CONSOLIDATION AND PRIVATE PLACEMENT

The B.C. Securities Commission and the Alberta Securities Commission have issued partial revocation orders in respect of the cease trade orders issued by the commissions to MBMI Resources Inc.

The CTOs were issued by the BCSC and the ASC on June 7, 2013, and Sept. 6, 2013, respectively, as a result of the failure of the company, under its previous management, to file audited financial statements and related management's discussion and analysis for the year ended Jan. 31, 2013.

Pursuant to the partial revocation orders, the company proposes to consolidate its common shares on a one-for-three basis to facilitate a non-brokered private placement of up to 5,348,149 units at a postshare consolidation price of 13.5 cents per unit for gross proceeds of up to $722,000. Each unit consists of one common share in the capital of the company and one common share purchase warrant. Each warrant entitles its holder to purchase one common share in the capital of the company at an exercise price of 18 cents per share for a period of one year from the date of issuance. The private placement may be closed in one or more tranches and is subject to requisite approval from the NEX board of the TSX Venture Exchange and is conditional upon the completion of the share consolidation.

The share consolidation is subject to requisite approval from the exchange and the shareholders of the company at an annual and special meeting of shareholders to be held on March 28, 2017. The company currently has 36,264,966 common shares issued and outstanding. After giving effect to the share consolidation, the company will have approximately 12,088,322 issued and outstanding common shares. The company will not change its name in conjunction with the share consolidation. The details of the share consolidation and the effect of the private placement will be included in the information circular for the company's coming shareholders meeting, a copy of which will be mailed to the eligible shareholders of the company and will be available under the company's profile at SEDAR or upon request to the company.

The net proceeds of the offering will be used to bring the company's continuous disclosure record up to date, to complete an application to the commissions for a full revocation of the CTOs, to settle the company's outstanding accounts payable, to finance the company's continuous efforts to reinstate the financial and technical assistance agreement with the government of the Philippines with respect to the company's Palawan nickel properties, and for general working capital.

In accordance with applicable securities legislation, all securities issued pursuant to the private placement will be subject to a hold period of four months and a day from the closing date of the private placement. Prior to completion of the private placement, each potential investor will receive a copy of the CTOs and the partial revocation orders, and will be required to provide an acknowledgment to the company that all of the company's securities, including the securities issued in connection with the private placement, will remain subject to the CTOs until such orders are fully revoked and that the granting of the partial revocation orders by the commissions does not guarantee the issuance of full revocation orders in the future.

The partial revocation orders will terminate on the earlier of: (i) the completion of the private placement, and (ii) May 4, 2017, being 90 days from the date on which the partial revocation orders were issued.

About MBMI Resources Inc.

MBMI Resources is a Canadian-based mining company, which operates seven nickel mineral properties in the Philippines, which include the Alpha property, Bethlehem property and Northern Rio Tuba property, located in Palawan, the Philippines, covering an area of 12,560 hectares, and the Borongan-Maydolong property, Gen. Mcarthur-Llorente property, Balangiga-Giporlos property and Homohon Island property in Samar, the Philippines, covering an area of 10,150 hectares.

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