| ||November 28, 2017|
China Minerals Announces Private Placement
| ||China Minerals Mining Corporation ("China Minerals" or the "Company") (TSX-V: CMV, US: HWTHF) is pleased to announce a non-brokered, private placement (the "Offering") of up to 7,270,000 units (the "Units") of the Company at a price of $0.20 per Unit for gross proceeds of $1,454,000 if the entire Offering is sold. Each Unit is comprised of one common share and one share purchase warrant (a "Warrant"). Each Warrant will be exercisable into a common share (a "Warrant Share") in the capital of the Company at a price of $0.30 per Warrant Share up to 5:00 pm (Vancouver time) on the second anniversary of the date of issuance of the Units. Finder's fees may be paid in conjunction with the Offering. The Company intends to use the net proceeds from the Offering for general working capital.|
The Company anticipates that certain directors and officers of the Company will participate in the Offering and, as such, the Offering will be a related party transaction as such term is defined in TSX Venture Exchange Policy 5.9 and Ontario Securities Commission Multilateral Instrument 61-101 ("MI61-101"). Wenhong Jin, President of the Company, intends to subscribe for 300,000 Units (2.02% of the Company's issued and outstanding common shares on closing). Ke Feng Yuan, CFO of the Company, intends to subscribe for 220,000 Units (1.48% of the Company's issued and outstanding common shares on closing). Zheng Zhou, director of the Company, intends to subscribe for 1,500,000 Units. Mr. Zhou is the sole shareholder of both Sky Ocean Venture Investment Limited ("SkyOcean") and China Mineral Holdings Limited ("CMH"). Prior to closing of the Offering, SkyOcean and CMH collectively hold 44.22% of the issued and outstanding common shares in the capital of the Company making Mr. Zhou the Company's Control Person. After giving effect to the Offering, Mr. Zhou will hold, directly and indirectly, 32.68% of the issued and outstanding common shares in the capital of the Company.
The Offering is exempt from the requirements for a formal valuation set out in Section 5.4 of MI61-101 since the transaction is a distribution of securities for cash and neither the Company neither, to the knowledge of the Company after reasonable inquiry, Mr. Zhou, Mr. Jin, nor Ms. Yuan has knowledge of any material information concerning the Company or its securities that has not been generally publically disclosed. The Offering has been approved by the Company's disinterested directors. The Offering is exempt from the requirements in Section 5.7 of MI61-101 for approval by its minority shareholders since the fair market value of the transaction is less than $2,500,000.
About China Minerals Mining Corporation
China Minerals Mining Corporation is a Canadian based exploration and development company with offices located in Vancouver, B.C. and Beijing, China. China Minerals' goal is to build an international mining company.
For more information on China Minerals, please contact the Company at (604) 694-2344, or visit the Company's website at www.chinamineralsmining.com.
ON BEHALF OF THE BOARD OF DIRECTORS
"signed by Ling Zhu"
Neither 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 of accuracy of this release.
Cautionary Statement Regarding "Forward-Looking" Information
Statements in this news release that are forward-looking statements are subject to various risks and uncertainties concerning the specific factors disclosed here and elsewhere in China Minerals' periodic filings with Canadian securities regulators. When used in this news release, words such as "will", "could", "plan", "estimate", "expect", "intend", "may", "potential", "appear", "should," and similar expressions, are forward-looking statements.
Although China Minerals has attempted to identify important factors that could cause actual results, performance or achievements to differ materially from those contained in the forward-looking statements, there can be other factors that cause results, performance or achievements not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate or that management's expectations or estimates of future developments, circumstances or results will materialize. As a result of these risks and uncertainties, the results or events predicted in these forward looking statements may differ materially from actual results or events.
Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this news release are made as of the date of this news release, and China Minerals disclaims any intention or obligation to update or revise such information, except as required by applicable law.
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