Brilliant Mining Corp.

Brilliant Mining Corp.

December 01, 2010 08:30 ET

Brilliant Mining Announces $27.7 Million Transaction

EDMONTON, ALBERTA--(Marketwire - Dec. 1, 2010) - Brilliant Mining Corp. (TSX VENTURE:BLT) (the "Company" or "Brilliant") is pleased to announce that it has entered into a Memorandum of Understanding ("MOU") with Salida Capital L.P. ("Salida"), whereby the Company will complete a private placement with a number of parties, including Salida, in conjunction with the acquisition of Ivory Resources Inc. ("Ivory"), a private company which holds the rights to carry out an airborne geophysical survey in several west African countries and certain preferential rights to acquire mineral interests based on the results of the survey.

The proposed acquisition and placement transaction and related payments in aggregate will require the issuance of 101,851,851 common shares at a deemed value of $0.27 and cash payments of $225,000 for total consideration of $27,725,000. Units issued pursuant to the transaction include 92,592,592 warrants in aggregate, exercisable at a price of $0.45 within two years, for proceeds of approximately $41.7 million.

Proceeds of the private placement of up to $19 million are to be used principally to fund the airborne survey and for general working capital and business initiatives. The price per unit (consisting of one share and one warrant) is $0.27 with a warrant exercisable at a price of $0.45 per share within two years. The placement may include Insiders of the Company.

Pursuant to the MOU, the Company intends to acquire Ivory in exchange for $4 million in units of Brilliant at a deemed price of $0.27 per unit, based on cash invested in Ivory by Salida and others. In addition, the Company has agreed to issue $2 million in units at $0.27 per unit to Salida as to 75% and to Lionhart Trading Company Ltd. as to 25% as part of the acquisition transaction of Ivory.

The Company has agreed to pay to Sillenger Exploration Corp. (OTCQB:SLGX) (OTCBB:SLGX) shares in the Company equal to a value of $2 million and based on a price of $0.27 per share which shares will be subject to escrow provisions. In addition, the Company has agreed to issue shares of the Company valued at $200,000, which shares shall be subject to a two-year escrow, to an individual for his efforts in assisting in putting the transaction together.

Cornerstone Capital Partners L.P. will be entitled to a finder's fee in the amount of $150,000 cash and $300,000 payable in shares of the Company at $0.27 per share and such shares will be subject to a two-year escrow period. The Company will also pay a finder's fee of $75,000 cash to another individual.

Each party is to complete its due diligence on the project and a formal agreement is to be entered into with respect to the various matters involved in the transaction in the near future.

The Company has agreed to advance $1.5 million as an initial payment towards the costs of commencing the survey to be carried out by an independent geophysical contractor. The Company currently has approximately $4 million in cash and approximately $7 million in cash equivalents and marketable securities.

The various agreements are subject to regulatory and shareholder approval.

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, P. Geol., CEO, President & Director

Brilliant Mining Corp.

For further information about Brilliant Mining Corp. or this news release, please visit our website

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

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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