Midlands Minerals Corporation

Midlands Minerals Corporation

December 13, 2006 08:30 ET

Midlands Minerals Completes First Tranche of Private Placement

TORONTO, ONTARIO--(CCNMatthews - Dec. 13, 2006) -

This press release is not for distribution to United States newswire services and is not for dissemination in the United States of America.

Midlands Minerals Corporation ("Midlands" or the "Company")(TSX VENTURE:MEX) announced today that it has closed the first tranche of its previously announced brokered private placement of up to 10 million Units. In the first tranche, the Company has issued and sold 5,821,706 Units at a price of $0.30 per Unit for gross proceeds of $1,746,000. Each Unit consisted of one (1) common share and one half (1/2) share purchase warrant (each a "Warrant). Each Warrant will entitle the holder to purchase one additional common share of the Company at a price of Cdn $0.45 per share until June 12, 2008, subject to the Company's right to accelerate the expiry of the Warrants after nine months following closing, in the event the closing price of the Company's common shares for any ten (10) consecutive trading days equals or exceeds Cdn $0.60 per share.

The Company is finalizing further subscriptions and expects to complete all or a portion of the balance of the placement before the end of the year.

In connection with the closing of the first tranche, the Company paid the agents, D & D Securities Company and Haywood Securities Inc. a cash fee of $120,156 and issued 400,519 broker's warrants entitling them to purchase the same number of common shares of the Company, exercisable for a period of eighteen months from the closing date at a price of Cdn $0.30 per share.

All securities issued as part of this financing are subject to a 4-month hold period and are legended and restricted from trading until April 12th, 2007. With the closing of this financing, the Company has 40,788,374 common shares issued and outstanding.

The Company has fully complied with all the regulatory requirements with respect to the documentation as it relates to the TSX Venture Exchange approvals.

The proceeds from the offering will be used for exploration on the Company's properties in Ghana and Tanzania and for general working capital purposes. The Company will focus its efforts on Kwahu Praso and Sian properties located on the Ashanti Gold Belt in Ghana where two past gold producing open pit mines on Sian have an indicated resource of 100,000 oz of gold (1.3m tonnes @ 2.3 g/t Au) and an inferred resource of 100,000 oz of gold (0.5m tonnes @ 5.7 g/t Au). The resource on the Sian property was reviewed by Marc Boisvert, P.Eng, a Qualified Person within the meaning of National Instrument 43-101.

Kwahu Praso and Sian are contiguous and together present a promising exploration opportunity. Induced Polarization (IP) surveys being conducted by Sagax Afrique S.A. under contract to Midlands, are well underway on the two properties. Midlands is also conducting detailed soil surveys on the Sian property. The results of the IP surveys together with the detailed soil geochemistry will give Midlands the ability to locate drill targets and improve the accuracy of the holes. Drilling on Praso/Sian properties is expected to commence in February 2007.

In Tanzania, diamond core drilling is underway on the Itilima project. Stanley Mining Services (T) Limited, with offices in Mwanza Tanzania, are under contract to Midlands to provide drilling services.

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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