Kazax Closes $2,500,000 Private Placement
26 4월 2014 - 2:56AM
Marketwired
Kazax Closes $2,500,000 Private Placement
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Apr 25, 2014) -
Kazax Minerals Inc. ("Kazax" or the "Company") (TSX-VENTURE:KZX) is
pleased to announce it has closed its previously announced (see
news release dated April 14, 2014) non-brokered private placement
(the "Private Placement") of convertible unsecured non-interest
bearing debentures (the "Debentures") for aggregate proceeds of
$2,500,000. The Private Placement is subject to final approval by
the TSX Venture Exchange.
The Debentures will mature on
and become payable on April 25, 2017 (the "Maturity Date") and are
direct, unsecured obligations of the Company, ranking equally with
all other unsecured indebtedness of the Company. Upon receipt of
all necessary approvals from the Ministry of Industry and New
Technologies of the Republic of Kazakhstan on or before the
Maturity Date for the Debentures, the principal amount of the
Debentures will automatically be converted into units of the
Company (the "Units"); provided, however, that the Debentures will
only be converted into Units where such conversion would not result
in a reduction in the existing percentage of common shares of the
Company held by persons other than insiders or their associates and
affiliates and not subject to resale restrictions.
The conversion of the
Debentures into Units shall be at a conversion price of: (i) $0.05
per Unit if conversion occurs within the first year of issuance;
and (ii) $0.10 per Unit if conversion occurs within the following
two years.
Each Unit will be comprised of
one common share (a "Share") of the Company and one-half of one
share purchase warrant, with each whole warrant (a "Warrant")
exercisable to purchase one additional common share of the Company
(a "Warrant Share") until April 25, 2017 at an exercise price of
$0.10. In the event that the closing price of the common shares of
the Company on the Exchange is equal to or exceeds $1.00 for a
period of 10 consecutive trading days (the "Acceleration Event"),
the Warrants will expire on the date which is 90 calendar days
after the Company provides notice that the Acceleration Event has
occurred.
The Debentures, and any
Shares, Warrants and Warrant Shares issued upon conversion of the
Debentures or exercise of the Warrants, will be subject to a hold
period expiring August 26, 2014.
The proceeds of the Private
Placement will be used for general working capital purposes.
Under the Private Placement,
Mr. Moshtagh Moshtaghi, of 21 Manor House Drive, London England,
acquired ownership of Debentures in the principal amount of
$1,250,000 (representing 50% of the Debentures issued pursuant to
the Private Placement). Mr. Moshtaghi currently owns or exercises
control or direction over 28,000,000 common shares of the Company,
representing 12.8% of the issued and outstanding common shares of
the Company on an undiluted basis (141,074,280 common shares
representing 28.9%, assuming conversion of the Debentures, exercise
of the Warrants, conversion of the convertible debentures issued on
September 26, 2013 ("2013 Debentures") and exercise, by Mr.
Moshtaghi and Mr. Al Sadek, of the warrants issuable upon
conversion of the 2013 Debentures ("2013 Warrants")).
Under the Private Placement,
Mr. Riad Al Sadek, of Villa No. E162, Emirates Hills, Dubai, UAE,
acquired ownership of Debentures in the principal amount of
$1,250,000 (representing 50% of the Debentures issued pursuant to
the Private Placement). Mr. Al Sadek currently owns or exercises
control or direction over 28,000,000 common shares of the Company,
representing 12.8% of the issued and outstanding shares of the
Company on an undiluted basis (141,074,280 common shares
representing 28.9%, assuming conversion of the Debentures, exercise
of the Warrants, conversion of the 2013 Debentures and exercise, by
Mr. Moshtaghi and Mr. Al Sadek, of the 2013 Warrants).
The Debentures were acquired
by Mr. Moshtaghi and Mr. Al Sadek for investment purposes. Mr.
Moshtaghi and Mr. Al Sadek may increase or decrease their
respective beneficial ownership of the Company's securities
depending on future economic or market conditions and personal
circumstances.
A copy of the early warning
report required to be filed with the applicable securities
commissions in connection with this acquisition will be available
for viewing on SEDAR at www.sedar.com. In addition, a copy of the
early warning report can be obtained by contacting Erin Walmesley,
Corporate Secretary of Kazax Minerals Inc., at 604-369-6330.
For further information on Kazax, readers are invited to review
additional corporate and property information available on the
Company's website (www.kazaxmineralsinc.com) and on SEDAR at
www.sedar.com.
ON BEHALF OF THE BOARD
Trevor Campbell Smith, President & CEO
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Kazax Minerals Inc.+7 7172 99 05
49info@kazaxmineralsinc.comwww.kazaxmineralsinc.com
KazaX Minerals Inc. (TSXV:KZX)
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KazaX Minerals Inc. (TSXV:KZX)
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