Mansfield Minerals Inc.
TSX VENTURE : MDR

Mansfield Minerals Inc.

May 18, 2010 12:07 ET

Mansfield Minerals Closes Cdn$5.175 Million Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 18, 2010) - Mansfield Minerals Inc. (TSX VENTURE:MDR) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Mansfield Minerals Inc. (the "Company") is pleased to announce the completion of its previously announced brokered private placement (the "Private Placement") of units (each a "Unit") for gross proceeds of Cdn$5,175,000 with a syndicate of agents led by Paradigm Capital Inc. and including Axemen Resource Capital Ltd. and Haywood Securities Inc. (collectively the "Agents"). The Company issued an aggregate of 3,450,000 Units at an issue price of Cdn$1.50 per Unit, including the exercise in full of an Agents' option (the "Agents' Option"). Each Unit consists of one common share (a "Share") of the Company and one-half of one transferable common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to purchase one additional common share (a "Warrant Share") of the Company at an exercise price of Cdn$1.80 per Warrant Share until May 18, 2012. 

In consideration for their services, the Agents received a cash commission equal to 6% of the gross proceeds from the sale of the Units (including the gross proceeds received from the sale of Units issued pursuant to the Agents' Option) and compensation options (each a "Compensation Option") equal to 6% of the number of Units sold pursuant to the Private Placement (including Units issued upon exercise of the Agents' Option). Each Compensation Option is exercisable until May 18, 2012 to acquire one common share of the Company at an exercise price of Cdn$1.50 per share. 

All securities issued under the Private Placement are subject to a four month hold period expiring September 19, 2010 under applicable Canadian securities laws. 

The net proceeds from the Private Placement will be used for the completion of the feasibility study on the Lindero Gold Project, for permitting and for general working capital purposes.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons as defined under applicable securities laws unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

ON BEHALF OF THE BOARD OF DIRECTORS,

"Gordon P. Leask"

Gordon P. Leask, P. Eng.
President

Cautionary Note to US Investors: This news release may contain information about adjacent properties on which we have no right to explore or mine. We advise U.S. Investors that the SEC's mining guidelines strictly prohibit information of this type in documents filed with the SEC. U.S. Investors are cautioned that mineral deposits on adjacent properties are not indicative of mineral deposits on our properties. This news release may contain forward-looking statements including but not limited to comments regarding the timing and content of upcoming work programs, geological interpretations, receipt of property titles, potential mineral recovery processes, etc. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) has reviewed or accepts responsibility for the adequacy or accuracy of this release.

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