GB Minerals Ltd.said April 4 that it is aiming to raise about US$11.2 million in a nonbrokered privateplacement, issuing 265,328,536 new shares at 5.5 Canadian cents each.

Zaff LP, with its related parties, is considered a significantshareholder and aims to subscribe for the shares. Following the placement, Zaffwill own an aggregate of 387,551,929 common shares, or 51.6% of the share capital.

Upon closing, Zaff will become a control person of the company.GB Minerals will require shareholder approval to complete the placement.

The new shares will represent an increase of approximately 35.3%in share capital, and approximately 34.1% of the fully diluted enlarged share capital.

GB Minerals plans to put the proceeds toward expenses and developmentto the Farim phosphateproperty in Guinea-Bissau, toward the company's financial obligations and operationalcommitments to the project and to fund litigation involving GBM Minerals EngineeringConsultants Ltd.