Marifil Spins Out K-2 Potash Project

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[{"type":"text","content":"Marifil Spins Out K-2 Potash Project\n\n\n\nMarifil Spins Out K-2 Potash Project\n\nSpokane, WA US, August 12, 2008 /FSC/ - Marifil Mines Ltd. (MFM - TSX Venture, MFMLF - OTCBB_Pink_Sheets), (\"Marifil\" or \"the Company\") announces that it has signed a Letter of Intent (\"LOI\") to vend the Company's K-2 potash property to Oxbow Holdings Corp. (\"Oxbow\"), a new, private Canadian corporation.\n\nThe K-2 Potash property comprises 99,964 hectares. Analyses of gamma ray and electric logs from four abandoned oil wells confirm the presence of potash in the property over an area of more than 200 square kilometres (see Marifil News Release dated July 22). The property is highly accessible and can be worked year round.\n\nUnder the terms of the agreement Marifil will receive 13,500,000 shares of Oxbow, representing 67.5 percent of the total issued shares of the company. The Company will also receive anti-dilution rights enabling Marifil to retain a minimum fifty percent 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 $750,000 in cash, payable as to $50,000 within five days of signing the LOI, $200,000 within 30 days after signing a definitive sales agreement on 18 August (the Closing Date), $250,000 within 6 months of the Closing, and $250,000 within 12 months of the Closing. In addition to the $750,000 payments described above, Marifil will also receive further payments of $150,000 annually, beginning on the second anniversary of the Closing and continuing until the first Milestone payment (see below) is made after which the annual payments will cease.\n\nMarifil will receive a further $10,000,000 in Milestone payments as follows: the first Milestone payment will be $5,000,000 on completion of a NI 43-101 report showing an inferred, indicated, and measured potash resource; the second payment of $5,000,000 is due following completion of a bankable feasibility report, or if a decision is made to proceed to production without producing a feasibility study.\n\nMarifil will retain a four percent royalty on sales of potash from the property.\n\nOxbow agrees to spend a minimum of $1,000,000 on the property during the first 12 months of this Agreement and $2,000,000 during the second 12 months of this A...

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