Brilliant Mining Corp.
TSX VENTURE : BLT

Brilliant Mining Corp.

May 11, 2011 19:55 ET

Brilliant Announces Closing of $28.7 Million Transaction Involving Acquisition of Ivory Resources Inc.

EDMONTON, ALBERTA--(Marketwire - May 11, 2011) -Brilliant Mining Corp. (TSX VENTURE:BLT) (the "Company" or "Brilliant") is pleased to announce that it has closed and received final approval from the TSX Venture Exchange ("Exchange") for a $28.7 million transaction (the "Transaction") involving the acquisition of Ivory Resources Inc. ("Ivory") and a concurrent private placement previously announced in news releases dated December 1, 2010 and February 18, 2011. The Transaction increased from $27.7 million to $28.7 million to cover certain costs associated with securing the rights to the airborne geophysical survey in Equatorial Guinea (the "Survey") in which Ivory has an interest, through a wholly-owned subsidiary.

Private Placement

The Company has closed a private placement (the "Private Placement") of an aggregate of 85,185,169 units of the Company (a "Unit") at $0.27 per Unit for gross proceeds of $23,000,000. Each Unit consists of one common share of the Company (a "Common Share") and one Common Share purchase warrant of the Company (a "Warrant"). Each Warrant will entitle the holder thereof to acquire one Common Share (a "Warrant Share") upon the payment of $0.45 per Warrant Share at any time until 24 months following the date of issuance.

Units for Debt Transaction and Share Exchange Agreement

Instead of investment by way of subscribing for Units, certain investors directly advanced funds to Ivory by way of loan pursuant to loan agreements with Ivory. Upon closing of the Transaction, shares in Ivory were issued for forgiveness of such loans and the shares in Ivory were subsequently exchanged for Units.

Pursuant to a Share Exchange Agreement dated May 3, 2011 among Brilliant, BTR Strategic Growth Fund Limited ("BTR"), Salida Strategic Growth Fund ("Salida"), Salida Capital L.P. ("Salida L.P."), Lionhart Trading Company Ltd. ("Lionhart") and Ivory (the "Share Exchange Agreement"), the Company purchased all of the issued and outstanding shares of Ivory in exchange for 740,741 units of the Company issued to BTR, 1,111,111 Units issued to Salida, 3,703,703 Units issued to Salida L.P. and 1,851,851 Units issued to Lionhart (collectively, the "Share Exchange Units"). The Share Exchange Units issued to the shareholders of Ivory reflect the intrinsic value of Ivory in the amount of $2,000,000.

Other Agreements

Pursuant to a Settlement Agreement dated April 28, 2011 among Brilliant, Sillenger Exploration Corp. ("Sillenger") and other parties with respect to securing the rights to the Survey, the Company issued 7,407,407 Units to Sillenger and 3,703,704 Units (the "Development Trust Units") to a trust company which will distribute the Development Trust Units to parties who have assisted with the Transaction.

Pursuant to a Compensation Agreement dated April 8, 2011, the Company issued 740,740 Common Shares at a deemed value of $0.27 per Common Share to an arm's length individual for the individual's assistance in putting the Transaction together.

Pursuant to a separate Compensation Agreement dated April 8, 2011, the Company paid $75,000 to Stonecap Securities Inc. for its assistance in putting the Transaction together.

Pursuant to a Finder's Fee Agreement dated April 8, 2011, the Company paid $150,000 and issued 1,111,111 Common Shares at a deemed value of $0.27 per Common Share to Cornerstone Asset Management L.P. for its assistance in finding and introducing the parties involved in the Transaction.

Corporate Name Change

Subject to approval by the shareholders of Brilliant, Brilliant will change its name to Brilliant Resources Corp. or such other name as may be deemed appropriate and approved by regulators upon completion of the Transaction. Salida L.P. will also appoint two directors to the board, the chair of the Audit Committee and the chair of the Compensation Committee of Brilliant.

Risk Factors

Brilliant operates in the Republic of Equatorial Guinea and, as such, the Company's operations are exposed to various levels of political, economic, regulatory and other such risks and uncertainties such as uncertainty regarding enforceability of contractual rights and judgments; restrictions on foreign exchange and repatriation and governmental regulations that favour or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction.

An investment in securities of Brilliant involves risk and must be considered speculative.

About Brilliant Mining Corp.

Brilliant Mining Corp. is a two-time TSX-Venture Top 50 award winning resource Company in search of undervalued resource opportunities. Brilliant's internationally experienced technical team and Board of Directors aim to leverage their broad range of expertise to acquire and develop high quality, advanced stage mineral projects.

On behalf of the Board of Directors

"John Williamson"
John Williamson, P. Geol.
CEO, President & Director
Brilliant Mining Corp.

Brilliant Mining Corp. is a member of the Discovery Group of Companies, for more information on the group visit www.discoveryexp.com.

Caution concerning forward-looking information

This press release may contain "forward-looking information" and "forward-looking statements" within the meaning of applicable securities laws. This information and statements address future activities, events, plans, developments and projections. All statements, other than statements of historical fact, constitute forward-looking statements or forward-looking information. Such forward-looking information and statements are frequently identified by words such as "may", "will", "should", "anticipate", "plan", "expect", "believe", "estimate", "intend" and similar terminology, and reflect assumptions, estimates, opinions and analysis made by management of Brilliant in light of its experience, current conditions, expectations of future developments and other factors which it believes to be reasonable and relevant. Forward-looking information and statements involve known and unknown risks and uncertainties that may cause Brilliant's actual results, performance and achievements to differ materially from those expressed or implied by the forward-looking information and statements and accordingly, undue reliance should not be placed thereon.

Risks and uncertainties that may cause actual results to vary include but are not limited to the availability of financing; fluctuations in commodity prices; changes to and compliance with applicable laws and regulations, including environmental laws and obtaining requisite permits; political, economic and other risks; fluctuations in foreign exchange rates; as well as other risks and uncertainties which are more fully described in our annual and quarterly Management's Discussion and Analysis and in other filings made by us with Canadian securities regulatory authorities and available at www.sedar.com. Brilliant disclaims any obligation to update or revise any forward-looking information or statements except as may be required by law.

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.

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