Mukuba announces terms of offering of convertible debentures

TORONTO, April 17, 2012 /CNW/ - Mukuba Resources Limited (TSXV: MKU) is pleased to announce the terms of an offering (the "Offering") for gross proceeds to the company of $398,700. The Company is issuing 443,000 principal amount of subordinated unsecured convertible debentures (the "Debentures") of Mukuba on a private placement basis.

The Debentures will be issued in denominations of $1,000 par value and at an issue price of $900 per $1,000 Debenture. The Debentures will mature twelve (12) months after the date of issuance (the "Maturity Date") and will bear interest at an annual rate of 10% payable at the Maturity Date. Each $1,000 principal amount of Debentures will be convertible into (i) 9,090 Common Shares (representing a conversion rate of approximately $0.11 per share) and (ii) 454 warrants to purchase Common Shares ("Purchase Warrants"). Each Purchase Warrant will entitle the holder to purchase one common share of Mukuba at $0.11 per common share until and including 5:00 p.m. (Eastern Standard Time) on October 18, 2014.

Completion of the Offering will be subject to several conditions including the receipt of all necessary approvals, including the approval of the TSX Venture Exchange (the "TSX-V"). Mukuba has applied to list the common shares issuable upon the conversion, redemption or maturity of the Debentures and the exercise of the Purchase Warrants. The listing will be subject to fulfilling the requirements of the TSX-V. Kelly Ehler is a director of an affiliate of one of the purchasers of Debentures pursuant to the Offering. Accordingly, pursuant to the rules of the TSX-V, such purchaser is a non-arm's length party to the Offering.

About the Company

Mukuba is a Canadian mining company focused on the exploration and development of certain African base metal assets alone and through a joint venture partner. These assets include a 100% interest in the Northcore Project, which is licensed for both copper and cobalt and encompasses approximately 2,274 square km of geologically prospective ground in the Central African Copperbelt region of Zambia. Mukuba is also a party to a joint venture with Benzu Resources Limited to explore and develop a copper and base metals project in the Democratic Republic of the Congo. In addition, Mukuba holds an exclusive option to purchase an 85% interest in the Nyimba Project, a pollymetallic exploration project, located near the town of Nyimba, approximately 300 km east of Lusaka, Zambia.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-looking Information
Securities regulators encourage companies to disclose forward-looking information to help investors understand a company's future prospects. The statements that are concerning the Offering are forward-looking statements. The words "believe", "expect", "anticipate", "estimate", "intend", "may", "will", "would" and similar expressions and the negative of such expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are subject to important assumptions, including the following specific assumptions: receipt of all necessary approvals and general market conditions at the time of the Offering. While Mukuba considers these factors and assumptions to be reasonable based on information currently available, they may prove to be incorrect.

Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements. Such factors include, but are not limited to: failure to receive necessary approvals and negative general market conditions. The Offering may not be completed or may not be completed on the same terms as previously announced. You should not place undue reliance on forward-looking statements. As a general policy, we do not update forward-looking statements except as required by securities laws and regulations.

Kelly Ehler, interim President and Chief Executive Officer

Tel: [phone]; Fax: [phone]; Email: [email protected]