MRL Margaux Resources Ltd

NOT FOR DISTRIBUTION IN THE UNITED STATES

Margaux Resources Ltd. (TSX VENTURE:MRL) ("Margaux" or the "Corporation") is
pleased to announce that it has commenced a non-brokered private placement
offering (the "Offering") to raise up to $1,000,000 USD through the issuance of
Convertible Debenture Units (as defined below) and $1,000,000 CAD through the
issuance of common shares issued on a flow through basis ("Flow-Through Shares")
of the Corporation. 


Tyler Rice, President and Chief Executive Officer for Margaux stated, "This
Offering provides Margaux with a framework to raise a portion of the funds
required to satisfy the staged option payments due to Sultan Minerals Inc. (see
news release April 1, 2014) related to the 100% acquisition of the
Jersey-Emerald Tungsten-Zinc Property in Salmo, BC. The Offering will also fund
the initial stages of an extensive drilling campaign with the intent of
investigating a Tungsten resource with a view to possible commercial production.
We remain confident in the long-term forecast for Tungsten pricing, in
particular given continued export quotas on Tungsten out of China, which
currently produces over 80% of the world's supply of Tungsten, and potential
supply constraints from existing mines that are exhausting economic production
grades. Additionally, world supply constraints on Zinc have resulted in
increases in the price of Zinc since Margaux entered into the Option Agreement
with Sultan Minerals Inc."


"Margaux plans to next update the shareholders on the progress of the work
program by the end of the year or earlier, if lab assays can be obtained."


Terms of the Offering are as follows:



--  Treasury offering of units ("Units"), each Unit consisting of one (1)
    US$1,000 par value Convertible Debenture of the Corporation (the
    "Debentures"), 2,000 warrants ("Warrants") to purchase common shares
    ("Warrant Shares") of the Corporation and 3 Rights (as defined below) to
    purchase additional debentures. 

--  Each Debenture will have a par value of US$1,000, bear interest of 1%
    per annum payable annually on the anniversary of issuance, and will be
    convertible into common shares (the "Debenture Shares") of the
    Corporation at a price of CAD$0.50 per Debenture Share at the option of
    the holder of the Debentures on the business day prior to the Maturity
    Date.  

--  Each purchaser of a Unit shall be granted additional subscription
    privileges (the "Rights") to purchase an additional US$1,000 par value
    of debentures (the "Additional Debentures") of the Corporation on each
    of (i) February 8, 2015, (ii) August 8, 2015; and (iii) December 8,
    2015. Each Additional Debenture shall bear interest at a rate of 1.0%
    per annum and be convertible at a price per share equal to: (i) the
    price of any financing announced within 30 days prior to the expiration
    date of the Right, or (ii) in the event the Corporation has not
    announced any such financing then the conversion price of the Additional
    Debentures will be equal to the 30 day volume weighted average closing
    price on the TSX Venture Exchange (the "Market Price") prior to the date
    of the issuance of the Additional Debentures. The Rights can be
    exercised early with sixty days written notice to the Corporation. 

--  The Corporation may, at its option, subject to providing not more than
    60 and not less than 30 days' prior notice, convert the Debentures and
    Additional Debentures into Debenture Shares at their conversion price,
    in whole or, from time to time, in part, provided that the Market Price
    is 140% above the conversion price of the Debentures and Additional
    Debentures, respectively. 

--  The maximum size of the Debenture Offering is up to US$1,000,000 of
    Units. If all Rights are exercised, the maximum amount of the debentures
    (including Additional Debentures) issuable pursuant to the Offering will
    be up to US$4,000,000 in principal value plus an additional
    CAD$1,000,000 if all Warrants are exercised. 

--  The Debentures and Additional Debentures will mature five (5) years
    after the date of their respective issuance (the "Maturity Date").  

--  Each warrant will be exercisable into Warrant Shares at a price of
    CAD$0.55 per Warrant Share for a period of five (5) years from the
    Closing Date. 



Terms of the Flow-Through Share component of the Offering are as follows:



--  Up to 2,000,000 Flow-Through Shares at a price of CAD$0.50 per Flow-
    Through Share. The Corporation has agreed to pay a finder's fee of 6% in
    certain circumstances in connection with the flow-through share
    component of the Offering. 



The proceeds raised from the issuance of the Units and the Flow-Through Shares
will be used to pursue the Corporation's ongoing exploration and drilling
program at its Jersey-Emerald Tungsten-Zinc Project in Salmo, BC. 


This Offering will be offered to accredited investors in British Columbia,
Alberta and Ontario and other provinces of Canada and overseas jurisdictions as
may be determined by the Corporation. 


The initial closing is expected to occur on August 8, 2014 (the "Closing") or
such other date as the Corporation may determine.  


The securities (including the underlying securities) to be issued pursuant to
the Offering will be subject to a four-month hold period from the closing date.


The Private Placement is subject to approval from the TSX Venture Exchange. 

This news release shall not constitute an offer to sell or the solicitation of
an offer to buy any securities of Margaux in any jurisdiction in which such
offer, solicitation or sale would be unlawful. The securities to be offered have
not been and will not be registered under the United States Securities Act of
1933, as amended, or any state securities laws and may not be offered or sold
within the United States or to or for the account or benefit of a U.S. Person
absent registration or an applicable exemption from the registration
requirements of such Act or laws. 


Cautionary Statements

This news release contains certain forward-looking information and statements
within the meaning of applicable securities laws. The use of any of the words
"expect", "anticipate", "continue", "estimate", "may", "will", "project",
"should", "believe", "plans", "intends" and similar expressions are intended to
identify forward-looking information or statements. In particular, but without
limiting the forgoing, this news release contains statements concerning the
anticipated closing of the Private Placement, the anticipated use of the
proceeds of the Private Placement, the anticipated timing of results of the
Corporation's exploration program and expectations regarding commodity prices. 


Forward-looking statements or information are based on a number of material
factors, expectations or assumptions of Margaux which have been used to develop
such statements and information but which may prove to be incorrect. 

Although Margaux believes that the expectations reflected in these
forward-looking statements are reasonable, undue reliance should not be placed
on them because Margaux can give no assurance that they will prove to be
correct. Since forward-looking statements address future events and conditions,
by their very nature they involve inherent risks and uncertainties. The intended
use of the proceeds of the Private Placement by Margaux might change if the
board of directors of the Corporation determines that it would be in the best
interests of Margaux to deploy the proceeds for some other purpose. 


The forward-looking statements contained in this news release are made as of the
date hereof and Margaux undertakes no obligations to update publicly or revise
any forward-looking statements or information, whether as a result of new
information, future events or otherwise, unless so required by applicable
securities laws. 


Neither the TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this news release.


About Margaux Resources Ltd.: Margaux is based in Calgary, Alberta and a
publicly traded resource Corporation with oil and gas exploration and production
and an option on the Jersey Emerald Tungsten-Zinc Property. The Corporation
currently has production from a well in the Jumpbush area in south eastern
Alberta and the Jersey Emerald Tungsten-Zinc mining Property, located in
southeastern B.C. 


FOR FURTHER INFORMATION PLEASE CONTACT: 
Margaux Resources Ltd.
Tyler Rice
President
(403) 537-5590
Suite 1600, 510 - 5th Street SW
Calgary, AB, T2P 3S2

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