Mantra Mining Inc.

Mantra Mining Inc.

September 08, 2008 13:56 ET

Mantra Announces up to $5,000,000 Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 8, 2008) -


Mantra Mining Inc. (the "Company") (TSX VENTURE:MAN) is pleased to announce that is has negotiated a private placement with Canaccord Capital Corporation (the "Agent") for gross proceeds of up to $5,000,000 of Convertible Subscription Receipts (the "Receipts") to be priced in the context of the market. The Receipts will be exchanged, without further action on the part of the subscribers, for units ("Units") of the Company on a one for one basis on the date of completion of the acquisition of Alaskan properties from Rio Tinto and NovaGold as outlined in Mantra's press release dated September 2, 2008 (the "Acquisition"). Each Unit shall consist of one common share in the Company ("Share") and one half of one common share purchase warrant of the Company ("Warrant") exercisable for a period of 24 months from closing. Each whole Warrant shall be exercisable into one common share of the Company at a price to be determined in the context of the market.

The Company will grant the Agent the option to solicit additional Receipts for gross proceeds up to $1,000,000 exercisable at least 48 hours prior to closing.

As consideration to the Agent, the Company shall pay 7% of the gross proceeds raised, payable in cash, and Agent's Warrants equal to 7% of the Receipts sold under the Offering. Each Agent's Warrant shall be exercisable for one common share for a period of 24 months from closing at an exercise price to be determined in the context of the market. The Agent will also be paid a corporate finance fee in Units.

The Company intends to use the net proceeds for exploration of the Alaskan mineral properties acquired in the Acquisition and all related obligations, and for general working capital purposes.

This news release does not constitute an offer to sell or solicitation of an offer to sell any 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 unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Cautionary Statement Regarding Forward-Looking Information

All statements, trend analysis and other information contained in this press release relative to markets about anticipated future events or results constitute forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "believe", "plan", "estimate", "expect" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions. Forward-looking statements are subject to business and economic risks and uncertainties and other factors that could cause actual results of operations to differ materially from those contained in the forward-looking statements. Forward-looking statements are based on estimates and opinions of management at the date the statements are made. The Company does not undertake any obligation to update forward-looking statements even if circumstances or management's estimates or opinions should change. Investors should not place undue reliance on forward-looking statements.

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

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