Midlands Minerals Corporation

Midlands Minerals Corporation

November 06, 2006 08:30 ET

Midlands Minerals Announces up to $3 Million Private Placement

TORONTO, ONTARIO--(CCNMatthews - Nov. 6, 2006) - Kim Harris, Chief Executive Officer, Midlands Minerals Corporation (TSX VENTURE:MEX) ("Midlands" or the "Company") is pleased to announce the Company has engaged D & D Securities Company and Haywood Securities Inc. (the "Agents") to assist it in raising up to Cdn$3,000,000 through a brokered private placement. It is proposed that the Company will offer up to 10,000,000 units at a price of Cdn$0.30 unit, with each unit consisting of one common share and one-half of one common share purchase warrant. Each whole warrant will entitle the holder to purchase one additional common share of the Company at a price of Cdn$0.45 per share for a period of eighteen months from the closing date. The Company will have the right to accelerate the expiry of the warrants after nine months following closing, in the event that the closing price of the Company's common shares for any 10 consecutive trading days equals or exceeds Cdn$0.60 per share.

The net proceeds from the private placement will be used to advance exploration of the Company's gold properties in Tanzania (where diamond core drilling on the Itilima Project is in progress) and in Ghana (where IP surveys and a drill program are scheduled to begin on the Sian and Kwahu Praso properties, with IP surveys being planned for mid-November, 2006), and for general working capital purposes.

The Company has agreed to pay the Agents a cash fee of 7% of the gross proceeds raised by them as well as issue to the Agents warrants entitling them to purchase that number of common shares of the Company that is 7% of the number of units sold pursuant to the offering exercisable for a period of eighteen months from the closing date at a price of Cdn$0.30 per share. The financing transaction is subject to all necessary regulatory approvals and all securities issued will be subject to a 4-month hold period.

Midlands holds a 65% interest in the Sian gold property. Sian, a past gold producer in Ghana, has an estimated resource of approximately 200,000 oz on the Esaase open pit mine, of which 100,000 oz has been classified as an indicated resource (1,300,000 tonnes at 2.3 g/t Au) and 100,000 oz as an inferred resource (0.5 mil tonnes @ 5.7 g/t Au). The resource was reviewed by Marc Boisvert, P. Eng, Midlands' Vice President Exploration, and a Qualified Person within the meaning of national Instrument 43-101.

The Sian property is contiguous to Midlands' Kwahu Praso, together forming a 160 sq km package of prime exploration ground. Sian/Praso are 30 km north of Newmont's 8 million + oz gold deposit at Akyem. The gold mineralization is a silica-carbonate with disseminated pyrite alteration, similar to that found at Newmont Mining's Akyem property.

In Tanzania, Midlands commenced diamond core drilling on the Itilima property on October 26, 2006 and initial results are expected in December 2006. The drilling program is focused on gold and entails 10 holes and 1500 metres of NQ Diamond Core Drilling to a planned depth of 150 metres per hole. Stanley Mining Services (T) Ltd. with offices in Mwanza Tanzania, is under contract to Midlands to provide drilling services.

The Itilima property is located in the Lake Victoria Goldfields, an area with over 40 million oz of known gold reserves. The Itilima property is on the same NW-SE trend as Bulyanhulu with over 13 million oz of gold, Geita with over 14 million oz and Golden Pride with 2.2 million oz. The Itilima project, located in Archean geology, is also in a kimberlite field. It is 20 km south of the Williamson Mwadui Open Pit Diamond Mine operated by De Beers.

Midlands trades on the TSX Venture Exchange under the ticker symbol "MEX". The Company's primary focus is on gold and diamond properties in Africa. Properties are in areas with world class gold and diamond deposits.

The scientific and technical information contained in this press release has been reviewed by Marc Boisvert, P.Eng., Midlands' Vice President - Exploration, who is a Qualified Person within the meaning of National Instrument 43-101.

Certain statements contained in this news release constitute forward-looking statements. Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the company to be materially different from actual results and achievements expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made and the readers are also advised to consider such forward looking statements while considering the risks inherent in the business of mineral exploration.

The TSX-V has in no way passed upon the merits of the proposed transactions and has neither approved nor disapproved the contents of this press release.

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