Karmin Announces Private Placement Financing of Up to CDN$3.8 Million

TORONTO, ONTARIO--(Marketwired - Jan. 12, 2017) -

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Karmin Exploration Inc. ("Karmin") (TSX VENTURE:KAR) is pleased to announce a proposed non-brokered private placement financing (the "Offering") of up to 15,200,000 units ("Units") of Karmin for aggregate gross proceeds of up to CDN$3,800,000 (the "Offering").

Each Unit will be sold at a price of CDN$0.25 and will be comprised of one Karmin common share (each a "Common Share") and one half of one common share purchase warrant (each whole, a "Warrant"). Each Warrant will be exercisable to acquire one Common Share at a price of CDN$0.35 per Common Share for a period of three years from closing of the Offering. All securities issued in the Offering will be subject to a four-month hold from the date of issuance.

Karmin expects the Offering to close on or about January 30, 2017 (the "Closing Date"), subject to the receipt of applicable regulatory approvals, including the approval of the TSX Venture Exchange.

Each of Karr Securities Inc. ("Karr") and Alberto Aurelio Arias D??vila ("Arias") may subscribe for up to 8,958,801 and 6,241,199 Units, respectively, in the Offering. Prior to closing of the Offering, Karr owns and aggregate of 14,353,727 Common Shares (representing approximately 23.5% of Karmin's issued Common Shares) and Arias owns 15,000,000 Common Shares (representing approximately 24.5% of Karmin's issued Common Shares). As a result of their shareholdings, pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the purchase by Karr and Arias of Units under the Offering will be a "related party transaction". The Company is exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the Offering in reliance of sections 5.5(a) and 5.7(a), respectively, of MI 61-101, as the fair market value of the Units to be acquired under the Offering by Karr and Arias will not exceed 25% of Karmin's market capitalization.

Karmin intends to use the net proceeds of the Offering to repay an aggregate of CDN$3,586,971 in long term debt due to Karr and Arias and for general working capital.

Karmin also announces that it has granted to certain directors, officers and consultants of Karmin an aggregate total of 4,200,000 incentive stock options at the exercise price of $0.25 per share for a period of five (5) years from the date of issue, being January 10, 2017.

About Karmin

The Common Shares are listed on the TSX Venture Exchange and trade under the symbol "KAR". The principal business of Karmin is to acquire, explore and develop resource properties in Brazil and Peru. Karmin owns 30% of the Aripuan?? Zinc Project, one of the largest undeveloped zinc projects in Brazil. The Aripuan?? Zinc Project covers a mineralized massive-sulphide district that includes five areas of mineralization (Ambrex, Arex, Baba????, Massaranduba and Mocoto) over a 25-kilometre strike length. Votorantim owns 70% of the Aripuan?? Zinc Project, but assumes 100% of the project costs until the completion of a bankable feasibility study. Karmin also owns 100% interest in: (a) the Aripuan?? Gold-Silver Project, which encompasses the gold and silver mineralization associated with near-surface oxidized portions of numerous massive-sulphide deposits in the 820-square-kilometre Aripuan?? Zinc Project in north-western Brazil; and (b) the 25-square-kilometre Cushuro Gold Project located in the world-class Alto Chicama gold-mining district of northern Peru.

Disclaimer Relating to Forward-Looking Information

This news release contains forward-looking statements that are based on the belief of management and reflect Karmin's current expectations. Forward-looking statements include, but are not limited to, possible events and statements. The words "plans," "expects," "is expected," "scheduled," "estimates," "forecasts," "projects," "intends," anticipates," or "believes," or variations of such words and phrases or statements that certain actions, events or results "may," "could," "would," "might," or "will be taken," "occur," and similar expressions identify forward-looking statements. The forward-looking statements and information in this press release include, but are not limited to, information relating to the business plans of Karmin and the closing of the Offering. Such statements and information reflect the current view of Karmin with respect to risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information. The forward-looking statements contained in this news release are made as of the date of this news release. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. Except as required by law, Karmin disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, Karmin undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.