Midlands Minerals Corporation

Midlands Minerals Corporation

March 24, 2005 15:00 ET

Midlands Announces Completion Of $1,000,000 Financing



MARCH 24, 2005 - 15:00 ET

Midlands Announces Completion Of $1,000,000 Financing

TORONTO, ONTARIO--(CCNMatthews - March 24, 2005) - Midlands Minerals
Corporation (the "Company" or "Midlands") is pleased to announce that it
has completed a financing of $1,000,000 (Canadian) in the placement of
5,000,000 units (the "Units") priced at $0.20 per Unit with each Unit
consisting of one (1) common share and one (1) share purchase warrant (a
"Warrant") entitling the holder to acquire a further common share at a
price of $0.30 per share until March 23, 2007. Dominick & Dominick
Securities Inc. acted as agent with respect to this placement and
received a commission of $80,000 in cash and warrants to acquire 500,000
common shares at $0.20 per share until March 23, 2007. The proceeds from
the offering will be used for exploration on the Company's property in
Tanzania. Northern Securities Inc. was issued 50,000 Units on the same
terms as partial consideration for acting as Sponsor in connection with
the Company's proposed listing on the TSX Venture Exchange. An agreement
to sponsor should not be construed as any assurance with respect to the
merits of Midlands or the likelihood of completion of the listing
process. All securities issued as part of this financing will be
legended and restricted from trading until July 24, 2005.

RAB Special Situations L.P. ("Special Situations") subscribed for the
4,500,000 Units. As a result, Special Situations currently owns
4,500,000 common shares of the Company (representing approximately 19.2%
of the Company's currently issued and outstanding common shares). In
addition, Special Situations owns 4,500,000 Warrants (representing
approximately 32.2% of the issued and outstanding common shares of the
Company on a partially diluted basis (assuming exercise of its
Warrants)). However, the Warrants specifically provide that the holder
may not exercise the warrants if it would result in the holder holding
20% or more of the Company's outstanding capital. Special Situations has
ownership of and control over the securities purchased in the Private

Special Situations purchased Units for investment purposes only and not
with the purpose of influencing the control or direction of the Company.
Special Situations and/or its joint actors, if any, may, subject to
market conditions, make additional investments in or dispositions of
securities of the Company in the future, including additional purchases
of Shares. Special Situations and/or its joint actors, if any, do not,
however, intend to acquire 20% of any class of the outstanding voting
securities of the Company.

The Company currently has 23,443,003 common shares issued and

Midlands Minerals Corporation,
1220 Sheppard Avenue East, Suite 402
North York, Ontario
M2K 2S5


Contact Information