NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR PUBLICATION, RELEASE OR DISSEMINATION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN THE UNITED STATES, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. ANY
FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.
GRAND BAIE, Mauritius, May 25, 2018 (GLOBE NEWSWIRE) -- Alphamin Resources Corp. (TSXV:AFM),
(“Alphamin”, or the “Company”) is pleased to announce that it intends to raise approximately
C$19.2 million (US$15.0 million) by way of a non-brokered private placement (the “Private Placement”) to fund the
continued development of the Company’s 80.75% owned Bisie Tin Project (the “Project”) and for general corporate
purposes.
The Private Placement is intended to be completed with the Company’s 44.86% shareholder, Tremont Master Holdings
(“Tremont”), for up to 76,800,000 common shares of the Company (the “Common Shares”) at a price
of C$0.25 per Common Share. The number of Common Shares being subscribed for by Tremont will be reduced in the event other
investors participate in the Private Placement, subject to a minimum subscription by Tremont of 44.86% of the Private
Placement.
The Company is partnering in the development of the Project with the Government of the Democratic Republic of
Congo, which has a free carried interest of 5%, and the Industrial Corporation of South Africa (the “IDC”), which
has an interest of 14.25%.
Completion of the Private Placement is subject to customary conditions, including the approval of the TSX
Venture Exchange (the “TSXV”) and all other necessary regulatory approvals. The Private Placement is
expected to close on or about June 18, 2018.
All of the Common Shares sold pursuant to the Private Placement will be subject to a four month hold period
which will expire four months and one day from the date of closing of the Private Placement.
The Company has also called the next drawdown (the “Draw”) pursuant to the previously announced
credit facility of up to US$80 million (the “Credit Facility”), which is expected to be received in early June. In
addition, the Company intends to convert, subject to TSXV approval, US$3.396 million of debt which will become due to Sprott
Private Resource Lending (Collector), L.P., Tremont Master Holdings and Barak Fund SPC Limited concurrently with the Draw in
accordance with the terms of the Credit Facility, into 17,389,387 Common Shares at the same price per share as the Private
Placement.
All amounts have been translated using exchange rates of USD1: CAD1.28, being the exchange rate prevailing on
May 23, 2018.
Additional equity funding from the Industrial Development Corporation of South Africa (“IDC”) in the amount of
approximately US$7.1 million has also been approved in the Company’s 80.75% owned subsidiary, Alphamin Bisie Mining SA
(“ABM”). The investment maintains the IDC’s 14.25% shareholding in ABM.
The Company also announces that it has received and accepted the resignation of Bernard Swanepoel, a
non-executive director of the Company. The resignation takes effect from May 28, 2018. The Company wishes to thank Mr. Swanepoel
for his contribution as director of the Company.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be
any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of
the securities in the United States of America. The securities have not been and will not be registered under the United States
Securities Act of 1933 (the “1933 Act”) or any state securities laws and may not be offered or sold
within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless
registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is
available.
FOR MORE INFORMATION, PLEASE CONTACT:
Boris
Kamstra
Chief Executive
Officer
Alphamin Resources
Corp.
Tel: +230 269 4166
E-mail: boris.kamstra@alphaminresources.com
Grand Baie, Mauritius
CAUTION REGARDING FORWARD LOOKING STATEMENTS
Information in this news release that is not a statement of historical fact constitutes forward-looking
information. Forward-looking statements contained herein include, without limitation, statements relating to the terms and intended
completion of the Private Placement, the anticipated use of funds from the Private Placement, the anticipated additional debt
drawdown, the participation of the IDC and other stakeholders, costs of production, success of mining operations, the ranking of
the project in terms of cash cost and production, economic return estimates, social, community and environmental impacts, and
continued positive discussions and relationships with local communities and stakeholders. Forward-looking statements are based on
assumptions management believes to be reasonable at the time such statements are made. There can be no assurance that such
statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such
statements. Accordingly, readers should not place undue reliance on forward-looking statements. Although Alphamin has attempted to
identify important factors that could cause actual results to differ materially from those contained in forward-looking statements,
there may be other factors that cause results not to be as anticipated, estimated or intended. Factors that may cause actual
results to differ materially from expected results described in forward-looking statements include, but are not limited to:
Alphamin’s ability to secure sufficient financing to advance and complete the Project, uncertainties associated with Alphamin’s
resource and reserve estimates, uncertainties regarding global supply and demand for tin and market and sales prices, uncertainties
associated with securing off-take agreements and customer contracts, uncertainties with respect to social, community and
environmental impacts, adverse political events, uncertainties with respect to optimization opportunities for the Project, as well
as those risk factors set out in the Company’s Management Discussion and Analysis and other disclosure documents available under
the Company’s profile at www.sedar.com. Forward-looking statements contained herein are made as
of the date of this news release and Alphamin disclaims any obligation to update any forward-looking statements, whether as a
result of new information, future events or results or otherwise, except as required by applicable securities laws.
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 news
release.
