Marifil Mines Signs Definitive Agreement for K-2 Potash Project

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[{"type":"text","content":"Marifil Mines Signs Definitive Agreement for K-2 Potash Project\n\n\n\nMarifil Mines Signs Definitive Agreement for K-2 Potash Project\n\nSpokane, WA US, November 28, 2008 /FSC/ - Marifil Mines Ltd. (MFM - TSX Venture, MFMLF - OTCBB_Pink_Sheets), (\"Marifil\" or \"the Company\") announces that it has signed a Definitive Agreement (\"the Agreement\") vending the K-2 potash property to Oxbow Holdings Corp. (\"Oxbow\"), a private Canadian corporation.\n\nThe K-2 Potash property is comprised of 99,964 hectares. Analyses of gamma ray and electric logs from four abandoned oil wells and the excellent stratigraphic correlations between the holes strongly suggest the presence of potash in the property over an area of more than 200 square kilometres (see news release dated July 22, 2008). The four holes contain a weighted average of 10.6 meters containing +12% potash. The property is highly accessible and can be worked year round.\n\nOwing to current market conditions and to the uncertainties of financing large projects in these difficult times, Marifil has granted Oxbow some concessions from the terms outlined in our original announcement (see news release dated August 12, 2008). Under the revised terms Marifil will still receive 13,500,000 shares of Oxbow, representing 67.5% of the total issued shares of the company, as well as 4,000,000 common share purchase warrants at a purchase price of $0.40. These purchase warrants will expire August 8, 2012.\n\nThe Company will also receive anti-dilution rights enabling Marifil to retain a minimum fifty percent (50%) equity interest in Oxbow by participating in any private equity offerings for 12 months following the Closing or for up to 24 months for any public offerings. \n\nMarifil will also receive $465,000 in cash, payable as to $50,000 within five days of signing the LOI (paid), $145,000 at signing of the Agreement (paid), $20,000 within 90 days of signing the Agreement, and $250,000 on, or before,January 1, 2010. The latter payment may be made in Oxbow common stock at the price of $0.10 per share or Oxbow's last private placement issue price, whichever is greater.\n\nIn addition to the $455,000 payments described above, Marifil will also receive further payments of $250,000 annually, beginning on the third anniversary of the closing and continuing until the first Milestone payment (see bel...

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