Marifil Mines Signs Definitive Agreement for K-2 Potash Project
Spokane, Washington -- November 28, 2008 -- Marifil Mines Ltd. (TSXV: MFM) ("Marifil" or "the Company") announces that it has signed a Definitive Agreement ("the Agreement") vending the K-2 potash property to Oxbow Holdings Corp. ("Oxbow"), a private Canadian corporation. The K-2 Potash property is comprised of 99,964 hectares. Analyses of gamma ray and electric logs from four abandoned oil wells and the excellent stratigraphic correlations between the holes strongly suggests the presence of potash in the property over an area of more than 200 square kilometres (see news release dated July 22, 2008). The four holes contain a weighted average of 10.6 meters containing +12% potash. The property is highly accessible and can be worked year round. Owing to current market conditions and to the uncertainties of financing large projects in these difficult times, Marifil has granted Oxbow some concessions from the terms outlined in our original announcement (see news release dated August 12, 2008). Under the revised terms Marifil will still receive 13,500,000 shares of Oxbow, representing 67.5% of the total issued shares of the company, as well as 4,000,000 common share purchase warrants at a purchase price of $0.40. These purchase warrants will expire August 8, 2012. The Company will also receive anti-dilution rights enabling Marifil to retain a minimum fifty percent (50%) equity interest in Oxbow by participating in any private equity offerings for 12 months following the Closing or for up to 24 months for any public offerings. Marifil will also receive $465,000 in cash, payable as to $50,000 within five days of signing the LOI (paid), $145,000 at signing of the Agreement (paid), $20,000 within 90 days of signing the Agreement, and $250,000 on, or before,January 1, 2010. The latter payment may be made in Oxbow common stock at the price of $0.10 per share or Oxbow's last private placement issue price, which ever is greater. In addition to the $455,000 payments described above, Marifil will also receive further payments of $250,000 annually, beginning on the third anniversary of the closing and continuing until the first Milestone payment (see below) is made after which the annual payments will cease. On or before September 1, 2010, Marifil will receive a series of Milestone payments as follows:
- $750,000 Resource Milestone paid on completion of a NI 43-101 report showing an inferred, indicated, and measured potash resource of 200,000,000 tonnes of potash grading 13% K2O, if the resource calculation comes after September 1, 2010, the payment increases to $1,500,000.
- $1,500,000 Milestone payment due following completion of a bankable feasibility report, or if a decision is made to proceed to production without producing a feasibility study, due on or before September 1, 2012. If the feasibility study or construction begins after September 1, 2012 the payment increases to $3,000,000. At Marifil's election the second milestone payments may be made in either cash or stock.
Marifil will retain a sliding scale royalty on sales of potash from the property. The royalty shall start at 2% for sales at less than $250 per tonne and increase to 4% for sales at $400 per tonne; all sales FOB Vancouver. Mr. John Hite comments, "Even after the concessions we have made, this is still a great deal for Marifil and speaks volumes as to the potential size and importance of this large deposit. The four discovery wells described above were sited to test deeper oil targets and are essentially random with respect to testing the shallower potash deposit. This probably means that we have not seen the axis of the potash basin where the thicker and richer parts of the deposit should occur." The transaction with Oxbow is subject to approval by Marifil's Board of Directors and by the TSXV.
For further information on the Company and its projects, please refer to Marifil's website www.marifilmines.com. For Further Information Contact:
This press release has been reviewed and approved by John Hite, President of Marifil Mines Ltd. and by Richard Walters, Vice President under whose directions the exploration program is being carried out. Mr. Hite and Mr. Walters are Qualified Persons as defined by National Instrument 43-101.
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