Mantra Mining Inc.

Mantra Mining Inc.

May 20, 2009 18:18 ET

Mantra Mining Completes $5 Million Private Placement and Alaska Property Acquisition

VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 20, 2009) - Mantra Mining Inc. ("Mantra" or the "Company") (TSX VENTURE:MAN) is pleased to announce that it has closed its non-brokered private placement previously announced on May 6, 2009 and the acquisition of interests in five claim blocks located in Alaska's Kuskokwim Mineral Belt previously announced on May 1, 2009.

Private Placement

The Company sold 14,471,757 units (the "Units") under its private placement at a price of $0.35 per Unit, for gross proceeds of $5,065,115. Each Unit is comprised of one common share and one share purchase warrant of the Company. Each warrant will entitle the holder, on exercise, to purchase one additional common share of the Company at a price of $0.50 per share for a period of three years from the date of issuance of the warrant.

The Company intends to use the proceeds of the private placement for exploration on its properties (primarily its Colorado Creek property in Alaska) and for general working capital and other corporate purposes.

The securities issued or issuable under the private placement are subject to a four month hold period expiring September 21, 2009.

Electrum Strategic Metals LLC ("Electrum") acquired 7,714,286 Units under the private placement (representing more than 50% of the private placement). The share purchase warrants to be issued to Electrum as part of its Units contain a restriction on exercise to the extent the exercise would bring the holdings of Electrum and its affiliates and joint actors to more than 19.99% of the issued and outstanding common shares of the Company. The Company has agreed to seek shareholder approval to remove such exercise restrictions. In the event shareholder approval is not obtained on or before September 30, 2009, the term of Electrum's share purchase warrants will be extended from three years to five years and such warrants would become transferable, subject to applicable laws.

Electrum may be considered a joint actor with Cougar Gold LLC ("Cougar"), the party with which Mantra entered into an agreement to acquire an interest in Golden Lynx LLC, as announced by Mantra on May 1, 2009. As a result of the 7,714,286 Units acquired by Electrum under the private placement and the issuance by Mantra to Cougar of 4,200,000 common shares of Mantra described below, Electrum reports that Electrum and parties that may be considered joint actors with Electrum now own and control 11,914,286 common shares, representing approximately 17.4% of the issued and outstanding common shares of Mantra. In addition, Electrum holds 7,714,286 share purchase warrants of Mantra (which are subject to the exercise restrictions described above). The 11,914,286 common shares and 7,714,286 share purchase warrants represent 25.7% of the issued and outstanding common shares of Mantra, calculated on a partially-diluted basis assuming the exercise of the 7,714,286 share purchase warrants. Electrum reports acquiring the Units for investment purposes. Electrum and/or its joint actors may increase or decrease securityholdings in Mantra for investment purposes.

A copy of the early warning report being filed by Electrum is available on the SEDAR website under Mantra's profile at and may be obtained by contacting Electrum at 1370 Avenue of the Americas, 19th Floor, New York, New York, 10019.

Alaska Property Acquisition

The Company has completed the acquisition of Cougar's 55% interest in Golden Lynx LLC ("Golden Lynx") through a wholly-owned subsidiary. Golden Lynx is currently the owner of 135 claims located in southwestern Alaska that comprise approximately 20,040 acres (the "Golden Lynx properties").

The Golden Lynx properties consist of five claim blocks located in Alaska's Kuskokwim Mineral Belt, a major past producer of placer gold. The properties lie approximately 120 miles southwest of NovaGold Resources Inc. and Barrick Gold's giant Donlin Creek gold deposit (29.5 M oz) in the same geologic terrane. The properties are described in Mantra's May 1, 2009 news release.

In order to maintain a 55% interest in Golden Lynx, Mantra must make capital contributions to Golden Lynx of US$321,000 by April 18, 2010 and a further US$1,500,000 by April 18, 2013, which amounts will be used to fund exploration expenditures on the properties owned by Golden Lynx. Mantra will have the right to acquire an additional 25% interest in Golden Lynx by making an additional capital contribution of US$2,500,000 by April 18, 2015.

Mantra issued to Cougar 4,200,000 common shares at a deemed price of C$0.50 per share as consideration for the interest in Golden Lynx.

Jerry Zieg, Vice President Exploration for Mantra, is a Qualified Person for the purposes of National Instrument 43-101 and has reviewed and approved the information of a scientific or technical nature contained in this news release.

Board Appointment

The Company is also pleased to announce that Dr. Larry Buchanan, a nominee of Electrum, has joined the board of directors of the Company. Dr. Buchanan is the 2006 recipient of the Thayer Lindsley award for the discovery of the San Cristobal Mine located in the Potosi Mining district of Bolivia.

Raj Chowdhry, President of Mantra stated, "The completion of these transactions is a significant step in Mantra's goal of becoming a leading mining and exploration company. Mantra today has effective leadership (Rick Van Nieuwenhuyse and Dr. Larry Buchanan are both recipients of the Thayer Lindsley award), promising projects (including the Colorado Creek gold project in Alaska), funding to advance the Company's projects and the right strategic partners (NovaGold Resources Inc. and the Electrum Group of Companies). In my opinion, the Mantra team, including its directors, management and consultants, together with its strategic partners, has the ability to advance current projects efficiently and effectively and the resources to continue to attract the right people, the right projects and the necessary capital."

The Company is currently planning and designing the exploration work program on its mineral properties and will keep shareholders updated as the plans are finalized.


Raj Chowdhry, C.A., President & CEO

Cautionary Notice: This release may contain forward-looking statements regarding the Company's business or financial condition, including the proposed use of proceeds and exploration programs. Actual results could differ materially from those described in this news release as a result of factors, including, but not limited to the following: the timing, results and success of exploration and development programs, financial arrangements and the ability to obtain financing, developments in global resource markets, political developments in Canada and the United States, the timing of regulatory and environmental approvals and other factors. With respect to additional exploration, actual events may differ from current expectations of the Company or its joint-venture partners and other factors. The Company cautions that these and similar statements involve risk and uncertainties and are qualified by important factors, including competitive pressures, unfavorable changes in regulatory structures, and general risks associated with business, which could cause actual results to differ materially from those in the forward looking statement. Forward-looking statements are made in the context of information available as of the date stated. The Company undertakes no obligations to update or revise such statements to reflect new circumstances or unanticipated events as they occur, unless required by applicable 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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