VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 04/30/13 -- Kazax Minerals Inc. ("Kazax" or the "Company") (TSX VENTURE: KZX) announces, as an update to its news release of February 19, 2013 announcing the acquisition (the "Acquisition") of a 75% interest (the "LP Interest") in the Lomonosovskoye Limited Liability Partnership (the "LP") from Safin Element GmbH ("Safin"), that Safin has extended (the "Extension") the commencement of quarterly cash payments due in connection with the Acquisition from March 30, 2013 to June 30, 2013. An extension to issue the second installment consideration shares was also granted to May 31, 2013.
As previously disclosed, the LP holds unrestricted exploration and production rights to the Lomonosovskoye iron project located in Kostanay Oblast Kazakhstan (the "Property") pursuant to a subsoil use contract between the LP and the Ministry of Industry and New Technologies of Kazakhstan ("MINT").
Pursuant to the Acquisition share purchase agreement (the "SPA"), the Company will acquire the LP Interest from Safin for aggregate consideration payable as follows:
1. In connection with closing, the Company made an initial payment of US $13,587,040 to Safin, comprised of a cash payment of US $6,933,784 and US $4,615,200 through the issuance of 23,076,000 common shares (the "First Payment Shares") of the Company at a price of CDN $0.20 per common share;2. A second payment of US $18,800,480, comprised of a cash payment of US $15,230,480 (inclusive of Capital Gains Tax) payable quarterly (the "Second Installment Payments"), and a conditional payment of US $3,570,000 payable through the issuance of common shares (the "Second Installment Consideration Shares") of the Company at a price per common share equal to the volume weighted average price at which the common shares of the Company trade on the TSX Venture Exchange (the "Exchange") for the five trading days prior to issuance. Following the Extension, the quarterly Second Installment Payments will commence on June 30, 2013; and3. A third payment of US $18,800,480 comprised of a cash payment of US $15,230,480 (inclusive of Capital Gains Tax) payable quarterly commencing March 30, 2014, and a conditional payment of US $3,570,000 payable through the issuance of common shares (the "Third Installment Consideration Shares") of the Company at a price per common share equal to the volume weighted average price at which the common shares of the Company trade on the Exchange for the five trading days prior to issuance.
As previously disclosed, issuance of the Second Installment Consideration Shares are issuable by the Company on or before thirty (30) business days following receipt by the Company of the results of tests by an independent laboratory confirming, to the Company's satisfaction, the iron product quality of the Deposit and the issuance of the Third Installment Consideration Shares are issuable by the Company on or before thirty (30) business days following the later of (a) receipt by the Company of the results of a drill program to be undertaken by the Company confirming, to the Company's satisfaction, the level of certainty of the historical mineral estimates for the Property and (b) the completion by the Company of a resource estimate conducted under the supervision of an independent qualified person.
In addition, Kazax announces that is has engaged CHF Investor Relations, a highly regarded Canadian investor relations firm headquartered in Toronto, as its IR service provider.
Effective immediately, the services agreement for investor relations and market-making is for a term of twelve months to March 15, 2014, and may be extended for up to one year. Under the terms of the services agreement, which is subject to Exchange approval, CHF will receive $7,500 per month in fees and reimbursement of expenses. CHF has been granted a total of 500,000 stock options at an exercise price of $0.50 per share, subject to receipt of approval of the Exchange and from MINT. The options vest quarterly over twelve months and have a thirteen-month term. Upon termination of the services agreement, any vested options will be cancelled after 30 days, as is required for TSX Venture's Tier 2 Issuers.
The market-making activity will be conducted using a registered broker in compliance with Policy 3.4 of the TSX Venture Exchange Corporate Finance Manual (the "Manual"), IIROC's Universal Market Integrity Rules & Policies (2010) and other relevant policies, so that trading orders in Kazax's shares are made to manage share price volatility and imbalances of orders in order to improve trading liquidity on the exchange. In accordance with Policy 3.4, section 2.8 of the Manual that states in part "an Issuer may not use its own funds, or provide direct or indirect compensation to other parties to undertake a market-making function in its securities", the Company and CHF confirm that capital for the purposes of market-making has not and will not be provided from the Company's treasury.
Prior to the grant of options outlined above, CHF had no direct or indirect interest in the Company or its securities.
About the Company
Kazax Minerals Inc. is a mining exploration and development company focusing on iron. Other world-wide target acquisitions are being sought. Kazax aims to be a significant mid-tier international mine exploration and development company in the iron sector.
For additional information readers are invited to review additional corporate and property information available on SEDAR at www.sedar.com.
ON BEHALF OF THE BOARD
David Savage, President & CEO
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This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "schedule", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this news release contains forward looking statements and information concerning the Company's future operations and prospects. The forward-looking statements and information are based on certain key expectations and assumptions made by the Company, including expectations and assumptions concerning equipment and crew availability, and joint venture partner financial capability. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward looking statements and information because the Company can give no assurance that they will prove to be correct. By its nature, such forward-looking information is subject to various risks and uncertainties, which could cause the Company's actual results and experience to differ materially from the anticipated results or expectations expressed. These risks and uncertainties include, but are not limited to, commodities pricing and assumptions, projections concerning estimated mineral resources, the business of the Company may suffer as a result of uncertainty surrounding the commodities markets; the ability to maintain existing mining leases and rights and the ability obtain new mining leases, rights and permits; governmental and regulatory approvals, the Company's ability to continue to execute its growth strategies; the Company's ability to secure additional financing; the Company may be adversely affected by other economic, business, and/or competitive factors and general economic conditions. Additional information on these and other factors is available in continuous disclosure materials filed by the Company with Canadian securities regulators. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date it is expressed in this news release or otherwise, and to not use future-oriented information or financial outlooks for anything other than their intended purpose. The Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.
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.
604 398 5380
604 398 5387 (FAX)
CHF Investor Relations
416 868 1079 x238