MKU

TORONTO, Aug. 28, 2012 /CNW/ - Mukuba Resources Limited ("Mukuba" or the "Company") is pleased to announce that it has closed a private placement of convertible debentures in the aggregate principal amount of $250,000 due to mature on August 27, 2013 (the "Debentures") for gross proceeds of $250,000. The Debentures are part of a larger private placement financing of the Company (the "Private Placement") previously announced on July 12, 2012. The Private Placement will comprise a maximum of 12,500,000 units (the "Units") at a subscription price of $0.12 per Unit. Each Unit will consist of one common share and one common share purchase warrant of the Company (each a "Warrant") entitling the holder thereof, during a period of 24 months from the date of closing of the Private Placement (the "Closing"), to purchase one of the Company's common shares at an exercise price of $0.16 per common share. The Private Placement is conditional upon a consolidation of the Company's outstanding common shares at a ratio of four pre-consolidation common shares for one post-consolidation common share (the "Consolidation). The Consolidation requires approval by the holders of the Company's common shares at a meeting of shareholders expected to occur on August 30, 2012. All references to Units are on a post-Consolidation basis unless otherwise identified. The Debentures are convertible into 2,083,333 Units upon Closing of the Private Placement. These Units are included in the 12,500,000 Units described above. In the event that the Consolidation and the Private Placement are not completed by December 27, 2012, the Debentures will bear interest at a rate of 10% effective from the date of issue and be convertible into shares at a rate of $0.10 per common share on a pre-Consolidation basis. Completion of the Private Placement is subject to the receipt of all required regulatory and shareholder approvals, including acceptance by the TSX Venture Exchange. 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. 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. This press release contains statements about our future business and planned activities, including matters relating to the Offering, future shareholder meetings and the use of proceeds of the Offering. These are "forward-looking" because we have used what we know and expect today to make a statement about the future. Forward-looking statements usually include words such as may, intend, plan, expect, anticipate, believe or other similar words. We believe the expectations reflected in these forward-looking statements are reasonable. However, actual events and results could be substantially different because of the risks and uncertainties associated with our business or events that happen after the date of this press release. 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. Mukuba Resources Limited CONTACT: Kelly Ehler, interim President and CEOTEL: +1 (416) 368 4013 FAX: +1 (416) 603 9200Email: info@mukubaresources.com

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