KZX

NOT FOR DISSEMINATION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES


Kazax Minerals Inc. ("Kazax" or the "Company") (TSX VENTURE:KZX) is pleased to
announce that it has completed the acquisition (the "Acquisition") of a 75%
interest (the "LP Interest") in the Lomonosovskoye Limited Liability Partnership
(the "LP") from Safin Element GmbH ("Safin") as previously announced December
19, 2011 and updated on March 15, 2012 and October 16, 2012. Following
completion of the Acquisition, the LP is now owned 75% by Kazax and 25% by the
Kazakhstan state agency Tobol. Pursuant to a subsoil use contract between the LP
and the Ministry of Industry and New Technologies of Kazakhstan ("MINT"), the LP
holds unrestricted exploration and production rights to the Lomonosovskoye iron
ore deposit located in Kostanay Oblast Kazakhstan (the "Deposit").


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 will make 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 comprised of a cash payment of US $18,800,480, payable
    quarterly commencing March 30, 2013, 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; and 
3.  A third payment comprised of a cash payment of US $18,800,480 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.  



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 ore product quality of the Deposit (the "Quality Test") on or before
September 30, 2013.


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 resources for the Deposit and (b) the completion by the
Company of a resource estimate conducted under the supervision of an independent
qualified person (the "Resource Estimate") on or before December 31, 2013. 


All of the First Payment Shares issued to Safin are subject to resale
restrictions until June 16, 2013. In addition, under the terms of the SPA the
parties have agreed that 25% of the First Payment Shares will have an additional
hold period expiring 12 months from issuance, 25% of the First Payment Shares
will have an additional hold period expiring 18 months from issuance and 25% of
the First Payment Shares will have an additional hold period expiring 24 months
from issuance. Immediately prior to the closing of the Acquisition, Safin had
ownership and/or control over no common shares of Kazax. Upon completion of the
Acquisition, Safin has ownership and/or control over the 23,076,000 First
Payment Shares, representing approximately 13.93% of the issued common shares of
Kazax. Safin acquired the First Payment Shares for investment purposes, and has
no present intention to acquire further securities of Kazax other than the
Second and Third Installment Common Shares, although Safin may in the future
acquire or dispose of securities of Kazax in the market, privately or otherwise,
as circumstances or market conditions warrant.


The Company has agreed to pay a finder's fee of US $2,635,800 (the "Finder's
Fee") to an arm's length party (the "Finder") in connection with the
Acquisition. The Finder's Fee is payable in three installments as follows:




1.  In connection with closing, the Company has made an initial payment of
    US $703,800 to the Finder; 
2.  US $966,000, payable upon payment of the Second Installment to Safin ;
    and 
3.  US $966,000 payable upon payment of the Third Installment to Safin.



David Savage, President and CEO of Kazax, stated: "The completion of this
acquisition is a key step forward for the company and paves the way for Kazax to
move forward into an operational stage within 2013. We are very excited to have
received all of the approvals from the Kazakhstan Government for this
acquisition and we are appreciative of the support that the government
departments involved have provided Kazax. We are well on track to complete all
of the remaining approvals in the first half of this year and aim to commence
operations in the third quarter of 2013." 


About the Company

Kazax Minerals Inc. is a mining exploration and development company focusing on
iron ore. 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 ore 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

Forward-Looking Statements

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, reservoir performance,
labour, equipment and material costs, access to capital markets, interest and
currency exchange rates, and political and 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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Kazax Minerals Inc.
David Price
604 398 5380
david.price@kazaxmineralsinc.com
www.kazaxmineralsinc.com

KazaX Minerals Inc. (TSXV:KZX)
Historical Stock Chart
From Oct 2024 to Nov 2024

KazaX Minerals Inc. (TSXV:KZX)
Historical Stock Chart
From Nov 2023 to Nov 2024