Midlands Minerals Corporation

Midlands Minerals Corporation

December 08, 2009 08:30 ET

Midlands Raises Over $4 Million With Closing of Second Tranche

TORONTO, ONTARIO--(Marketwire - Dec. 8, 2009) - Midlands Minerals Corporation ("Midlands" or the "Company")(TSX VENTURE:MEX) announces that as of today's date, December 8th, 2009, it has closed the second tranche of its previously announced brokered and non-brokered private placement of Units at a price of $0.15 per Unit (the "Offering"). The Company issued an additional 650,000 Units on a brokered basis for gross proceeds of $97,500, and 4,730,999 Units on a non-brokered basis for gross proceeds of $784,649.94, for a total of 5,380,999 Units. The gross proceeds of $872,382.99 in this second tranche of financing bring the total raised by the Company to $4,087,132.99. After the closing of this second tranche of the financing, the Company has 80,895,764 Common Shares issued and outstanding.

Each Unit consists of one Common Share ("Common Share") in the capital of the Corporation and one half of one Common Share purchase warrant (each such whole Common Share purchase warrant a "Warrant"). Each Warrant shall be exercisable into one additional Common Share of the Corporation ("Warrant Share") at an exercise price of $0.25 per Common Share for a period of twenty-four months from the Closing Date provided, however, that if at any time that is 12 months after the Closing Date, the closing trading price of the Common Shares on the Exchange (as hereinafter defined) or other recognized exchange is greater than $0.50 for a period of 30 consecutive trading days, the Corporation shall have an option, exercisable in its sole discretion within 10 days of the end of the aforesaid 30 day period, to request that the Subscribers exercise their Warrants by providing notice (the "Notice") advising the subscribers that they shall have 10 days from their receipt of such Notice to exercise their Warrants and any unexercised Warrants after the expiry of the 10th day following their receipt of such Notice shall expire with no further rights and privileges attached thereto. Units are immediately severable into their constituent Common Shares and Warrants.

In connection with the closing of the brokered and non-brokered portions of the second tranche of the Offering, the Company paid out a total of $73,536.95 of which $5,250 consisted of commissions, and $68,286.95 represents finders' fees.

All securities issued as part of this tranche are subject to a 4-month hold period and are legended and restricted from trading until April 7, 2010.

The proceeds from the Offering will be used for exploration on the Company's properties primarily in Ghana where the Company is focusing its efforts on the Sian and Kwahu Praso properties located on the Ashanti Gold Belt, and for general corporate purposes. Kwahu Praso and Sian are contiguous and together, they continue to present a promising exploration opportunity.


Midlands is a growth oriented and value based gold exploration company operating in Ghana and Tanzania, two stable countries with a history of gold mining. Midlands' top priority project is the fully permitted Sian gold project in Ghana. The Sian property contains Esaase and Ampeha, two previously producing open pit mines with a resource with significant growth potential. Midlands' contiguous Kwahu Praso project, which was once part of Sian, contains extensions of the Esaase and Ampeha trends. Sian and Praso are just 30 kilometres northeast of Newmont Mining's +8.7 million ounce Akyem gold deposit. Midlands also holds highly prospective licences for gold and diamonds in the Lake Victoria Goldfields in Tanzania.

The Company has a highly qualified management and technical team with broad African experience and extensive experience in the countries in which the Company operates. For more information on the Company, please visit Midlands' website at www.midlandsminerals.com.

On behalf of the Board

Kim Harris

President and Chief Executive Officer

Certain statements contained in this news release constitute forward-looking statements. Such forward- looking statements involve a number of known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company to be materially different from actual results and achievements expressed or implied by such forward-looking statements. Forward- looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. These forward-looking statements reflect management's current views and are based on certain expectations, estimates and assumptions which may prove to be incorrect.

The Company adds a cautionary statement to the effect that the potential quantity and grades referred to in this press release are conceptual in nature. There has been sufficient exploration to evaluate a mineral resource. However, the Company is uncertain if further exploration will result in a mineral reserve. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made. Readers are also advised to consider such forward-looking statements while considering the risks inherent in the business of mineral exploration. For more information, investors should review the Company's filings that are available at www.sedar.com.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.

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