Mira Resources Corp.

TSX VENTURE : MRP.H


Mira Resources Corp.

November 18, 2010 14:09 ET

Mira to Acquire Interest in Tom Shot Bank Field Offshore Eastern Nigeria, Engages Jennings Capital for $15 Million Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 18, 2010) - Mira Resources Corp. (TSX VENTURE:MRP.H) ("Mira") is pleased to announce it has formed a strategic alliance with Equinox Group Ltd. (the "Equinox Group"), a leading Nigerian private multi-million dollar conglomerate. Through this alliance, Mira will have the opportunity to advance oil and gas exploration and development projects in Western Africa which are accessed or controlled by the Equinox Group.

As an initial project with the Equinox Group, Mira has entered into a share purchase agreement dated November 18, 2010 ("SPA") with Equinox Group Limited ("Equinox"), Aliyu Maccido and Muktar Saleh (the "Vendors") for the acquisition of 100% of the issued common shares of Equinox TSB Development (Nigeria) Ltd. ("Equinox TSB") (the "Acquisition"). Equinox TSB's sole material asset is a 48% interest in the Tom Shot Bank Marginal Field ("TSB Field") located in shallow water, eastern Nigeria within the boundaries of oil prospecting license 276 ("OPL 276"). Equinox TSB's interest in the TSB Field was acquired through farm in agreements with Dansaki Petroleum Limited ("Dansaki") and Associated Oil & Gas Services Limited ("Associated") the operator. Associated and Dansaki were awarded their interest in the TSB Field pursuant to the Nigerian government's 2003 Marginal Field License Round and formally acquired their interest through the subsequent farm out agreement with the Nigerian National Petroleum Corporation, Shell Petroleum Development Company of Nigeria, Elf Petroleum (Nigeria) Limited and Nigerian Agip Oil Company Limited executed in 2004. The TSB Field is to be developed in accordance with a joint operating agreement ("JOA") among Associated, Dansaki and Equinox TSB.

Thomas Cavanagh, President of Mira Resources, said, "As the technical service provider for the operator, Associated Oil and Gas Services, Mira is pleased to join the Associated-Dansaki team with our partner, Equinox to fund the safe, rapid and cost effective development of this attractive asset. The opportunity to work with highly respected indigenous companies such as Associated, Dansaki and our partner Equinox is a unique opportunity for Mira to actively expand in Nigeria and the neighbouring countries."

Mira is also pleased to announce that it has entered into an agreement with Jennings Capital Inc. ("Jennings"), on behalf of a syndicate of investment dealers (collectively the "Syndicate"), to issue, on a private placement "reasonable commercial efforts" agency basis, up to $15,000,000 in units ("Units") at a price of $0.30 per Unit (the "Offering"). Each Unit will consist of one common share ("Common Share") and one half of one common share purchase warrant (the "Warrants"). Each whole Warrant will entitle the holder to acquire one common share of Mira at a price of $0.40 for a period of 18 months from closing of the Offering. Mira has the right to force exercise of the Warrants at any time if the Common Shares trade at $0.55 or higher over a 20 consecutive day period during the 18 month term of the Warrants. In addition, the Syndicate has the option, to sell up to an additional 16,666,667 Units at the same price and terms as the Offering for additional gross proceeds of up to $5,000,000. The Offering is expected to close on or about December 17, 2010, or such other date as agreed to by Mira and the Syndicate. Equinox and their Directors will participate in the Offering.

To enter into the alliance with Equinox and to close the Acquisition, Mira is required to make a cash payment to the Vendors of US$1.8 million and to issue that number of Mira common shares as is derived by dividing US$2.5 million by CDN$0.30 per share. Upon first commercial production and export of oil from the TSB Field, Mira is required to make an additional payment of US$2 million through a combination of cash and Mira shares. Upon 1 million barrels of oil being produced and exported from the TSB Field, Mira is obligated to pay an additional US$2 million. This final payment will also be a combination of cash and Mira shares.

It is Mira's intention to file the Acquisition with the TSX Venture Exchange ("TSX-V") as part of Mira's reactivation plan by way of change of business, to relist its shares on Tier 2 of the TSX-V. Mira has obtained a NI 51-101 resource evaluation on the TSB Field from Netherland, Sewell & Associates, Inc. and a title opinion on Equinox TSB, its farm-in agreements with Associated and Dansaki respectively and the TSB Field.

Mira currently has no stock options outstanding but in conjunction with its change of business will grant 9,000,000 options to officers, directors, employees and consultants at an exercise price of $0.30 per share for period of five years. Granting of the options is conditional upon closing of the Acquisition, Offering and TSX Venture Exchange approval.

Completion of the transaction is subject to a number of conditions, including TSX-V acceptance and if required by the TSX-V, shareholder approval. The transaction cannot close until all required approvals are obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Filing Statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Mira Resources Corp. should be considered highly speculative.

ON BEHALF OF THE BOARD

Thomas Cavanagh, President and Director

Cautionary Note Regarding Forward-Looking Statements

This news release includes certain "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and Canadian securities laws. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual events and results to differ materially from Mira's expectations include the need to satisfy the conditions set forth in any agreement entered into in connection with the Acquisition or Offering; the need to satisfy regulatory and legal requirements with respect to the Acquisition and Offering; the granting of the stock options; risks related to Mira's reactivation on the Exchange; risks related to the exploration stage of Mira's project; market fluctuations in prices for securities of exploration stage companies; and uncertainties about the availability of additional financing.

Issued and Outstanding: 50,366,467

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. 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 release.

Contact Information

  • Mira Resources Corp.
    Thomas Cavanagh
    President and Director
    (604) 687-7742
    (604) 681-0796 (FAX)