Alphamin Announces Proposed USD12 Million Non-Brokered Private Placement

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GRAND BAIE, March 19, 2019 - Alphamin Resources Corp. (TSXV: AFM, JSE AltX: APH, “Alphamin” or “the Company”) announced today that it intends to proceed with a non-brokered private placement of up to 79,800,000 equity units (the “Units”) to raise gross proceeds of up to C$15,960,000 (approximately US$12 million) (the “Proposed Offering”). The Company has determined to fund its anticipated working capital shortfall with equity through the Proposed Offering instead of debt and the previously announced proposed working capital facility from its lenders is not being proceeded with.

Each Unit will be priced at C$0.20 and will consist of one common share in the capital of the Company (each, a “Share”) and one common share purchase warrant (each, a “Warrant”). Each Warrant will entitle the holder to purchase one additional Share (a “Warrant Share”) at a price of C$0.30 per Warrant Share for a period of 36 months from the closing of the Proposed Offering.

Net proceeds from the Proposed Offering will be used to complete mine construction work on the Company’s Bisie Tin project and for working capital and general corporate purposes.

Although allocations have not been finalized, based on expressions of interest received, it is anticipated that insiders of Alphamin may subscribe for up to 60% of the Proposed Offering. As a result of the participation of insiders in the Proposed Offering, the Proposed Offering will be considered to be a “related party transaction” under Multilateral Instrument 61-101 (“MI 61-101”) and TSX Venture Exchange Policy 5.9 (“Policy 5.9”), however, the Proposed Offering will be exempt from the formal valuation and minority approval requirements of MI 61-101 and Policy 5.9 as neither the fair market value of the securities to be issued to insiders nor the cash consideration to be paid for such securities exceeds 25% of Alphamin’s market capitalization.

The Proposed Offering is subject to certain conditions customary for transactions of this nature including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange. All securities issued under the Proposed Offering will be subject to a statutory hold period of four months following the Closing Date.

The securities to be offered pursuant to the Proposed Offering have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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

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.

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 intended Proposed Offering and the anticipated use of funds from such financing, the participation of insiders 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 complete the ABM project, uncertainties associated with ABM project’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 ABM 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.