Kariana Announces Convertible Debenture Financing



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Kariana Announces Convertible Debenture Financing

Vancouver, British Columbia, Canada, April 11, 2014 Kariana Resources Inc. (CSE: KAA) (“Kariana” or the “Company”) is pleased to announce that it intends to complete a private placement of convertible debentures (the “Debentures”). Each Debenture issued by Kariana will have a principal amount of $1,000 (the “Principal Amount”). The Debentures will bear nil interest on the Principal Amount and have a term of 12 months, expiring on the date that is 12 months from the date of closing of the Debentures. The Company may repay in whole or in part the Debentures at any time prior to maturity date. Each Debenture is convertible into Units at $0.05 per Unit (the “Conversion Feature”). The Convertible Feature can only be exercised six months from the date of closing of the Debentures. Each Unit consists of one common share of the Company and one common share purchase warrants (each, a “Warrant”). Each Warrant will entitle the holder thereof to acquire one common share of the Company for a period of 36 months after the closing of the Debentures at a price of $0.10 per Warrant, subject to the acceleration provisions. In the event that the common shares of the Company are traded on Canadian Stock Exchange (or the most senior stock exchange where the common shares of the Company may trade) at a price exceeding $0.95 per share for twenty (20) consecutive trading days (the “Acceleration Event”), the Warrants will expire on the earlier of the date of expiry of the Warrants and the date which is 30 calendar days after the Company provides notice to the holders of the Warrants that the Acceleration Event has occurred, provided that such notice cannot be provided until the four month hold period on the Warrants has expired.

The proceeds will be used for the Company’s working capital purposes and to maintain the Company’s existing operations and activities.

The Offering will be made available by way of private placement exemptions in Canada and may be offered in other jurisdictions where they can be issued, exempt from any prospectus, registration or other similar requirements. The Offering is subject to a number of conditions including receipt of all necessary corporate and regulatory approvals, including the approval of the Canadian Stock Exchange.

All shares issued in connection with the Debenture will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities law legislation.

On behalf of the board of directors of Kariana Resources Inc.

“David Velisek”

David Velisek CEO & Director


David Velisek



The CSE has neither approved nor disapproved the information contained herein and does not accept responsibility for the adequacy or accuracy of this release.