July 7, 2014
Kazax Announces Private Placement of Convertible Debentures
NOT FOR DISSEMINATION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, British Columbia - Kazax Minerals Inc. ("Kazax" or the "Company") announces that it intends to complete, subject to the approval of the TSX Venture Exchange (the "Exchange"), a non-brokered private placement (the "Private Placement") for Cdn $3,200,000 in aggregate principal amount of convertible unsecured non-interest bearing debentures (the "Debentures"). The Debentures will be direct, unsecured obligations of the Company, ranking equally with all other unsecured indebtedness of the Company.
The Debentures will mature and become payable on the date that is three years from the date of issuance (the "Maturity Date"). Upon receipt of (i) all necessary approvals from the Kazakh Ministry of Industry and New Technologies; and (ii) approval by the requisite majority of shareholders of the Company 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, (iii) 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) Cdn $0.05 per Unit if conversion occurs within the first year of issuance; and (ii) Cdn $0.10 per Unit if conversion occurs within the following two years. In certain circumstances, the conversion price may be greater than Cdn $0.05 or Cdn $0.10, respectively, if the Company has announced a positive change concerning its resources prior to conversion.
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") at an exercise price of Cdn $0.10 for a period of three years from the date of issuance of the Debentures. In the event that the closing price of the common shares of the Company on the Exchange is equal to or exceeds Cdn $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 four months and one day from the date the Debentures are issued. The proceeds of the Private Placement will be used for general working capital purposes.
Participation by Insiders
The Private Placement will be considered a related party transaction as insiders are currently expected to subscribe for the Debentures to be issued pursuant to the Private Placement. As such, approval by shareholders of the Company other than the respective insiders is required before the respective Debentures will convert into Units. The material change report in relation to this transaction may be filed less than 21 days before closing as the Company intends to complete the Private Placement as soon as is commercially feasible.
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 to Canadian regulatory filings on SEDAR at www.sedar.com.
ON BEHALF OF THE BOARD
Trevor Campbell Smith,
President & CEO
FOR ADDITIONAL INFORMATION PLEASE CONTACT:
Kazax Minerals Inc.
Tel: +7 7172 99 05 49
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.
This news release contains "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward looking information" within the meaning of the British Columbia Securities Act and the Alberta Securities Act. Specifically, there can be no assurance that the Private Placement will be completed as proposed. Generally, the words "expect", "intend", "estimate", "will" and similar expressions identify forward-looking information. By their very nature, forward-looking statements are subject to known and unknown risks and uncertainties that may cause our actual results, performance or achievements, or that of our industry, to differ materially from those expressed or implied in any of our forward looking information. Statements in this press release regarding Kazax's business or proposed business, which are not historical facts, are forward-looking information that involve risks and uncertainties, such as estimates and statements that describe Kazax's future plans, objectives or goals, including words to the effect that Kazax or management expects a stated condition or result to occur. Since forward-looking statements address events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements. Investors are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made. All of the Company's Canadian public disclosure filings may be accessed via www.sedar.com and readers are urged to review these materials, including the technical reports filed with respect to the Company's mineral properties. The foregoing commentary is based on the beliefs, expectations and opinions of management on the date the statements are made. The Company disclaims any intention or obligation to update or revise forward-looking information, whether as a result of new information, future events or otherwise.
Room 630, 6th Floor,
Arman Business Center
6 Saryarka Avenue
Astana, Kazakhstan, 010000
Tel: +011 7 717 279 03 95