Mira Resources Corp.
TSX VENTURE : MRP.H

Mira Resources Corp.

December 03, 2010 15:25 ET

Mira Amends $15,000,000 Equity Financing to Bought Deal

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 3, 2010) - Mira Resources Corp. (TSX VENTURE:MRP.H) ("Mira") announces that its $15 million private placement financing announced on November 18, 2010 is now a bought deal.

Under the amended agreement with Jennings Capital Inc. ("Jennings") dated December 3, 2010, Jennings, on behalf of a syndicate of underwriters including Haywood Securities Inc. (collectively the "Underwriters"), will acquire, on a private placement "bought deal basis", 50,000,000 units ("Units") at a price of $0.30 per Unit (the "Offering"). Each Unit will now consist of one common share (the "Common Shares") and one full common share purchase warrant (the "Warrants"). The Underwriters will be paid a cash commission of seven (7%) percent of gross proceeds.

Each whole Warrant will still entitle the holder to acquire one common share of Mira at a price of $0.40 for a period of 18 months from closing of the Offering. Mira has the right to force exercise of the Warrants at any time if the Common Shares trade at $0.55 or higher over a 20 consecutive day period during the 18 month term of the Warrants.

In addition, the Underwriters have the option, to sell up to an additional 16,666,667 Units on a "reasonable commercial efforts basis" on the same terms as the Offering for a period of 30 days from the closing date for additional gross proceeds of up to $5,000,000. The Offering is expected to close on or about December 17, 2010, or such other date as agreed to by Mira and the Underwriters.

Proceeds from the financing are for the acquisition of 100% of the issued common shares of Equinox TSB Development (Nigeria) Ltd. ("Equinox TSB"). Equinox TSB's sole material asset is a 48% interest in the Tom Shot Bank Marginal Field ("TSB Field") located in shallow water, eastern Nigeria. TSB Field is within Oil Prospecting License 276 ("OPL 276") which is adjacent to the Abana Field in Oil Mining Licenses 114 and 123. Addax Petroleum Corp. is producing more than 50,000 BOPD from the Abana Field. TSB Field was discovered by Shell in 1980 (Tom Shot Bank 1) and encountered 425 Gross Feet of hydrocarbon pay, 57 net feet of gas and 83 net feet of oil proven pay with another probable 111 net feet of Oil and 29 net feet of Gas pay in laminated reservoirs.

Thomas Cavanagh, President of Mira said, "We look forward to working with our Partners, Associated Oil and Gas Ltd., Dansaki Petroleum Ltd. and the Equinox Group to re enter the Tom Shot Bank 1 well to determine if these laminated reservoirs are hydrocarbon bearing as reported in the Shell final well report. Mira plans to production test the proven reservoirs. Netherland Sewell Associates Inc. have prepared a 51-101 report for Mira and have attributed a contingent resource value from this one fault block of a "Best Estimate Recoverable" of 8.6 Million barrels of oil. The additional untested amplitude supported fault blocks suggest the field has the ability to grow considerably."

Completion of the transaction is subject to a number of conditions, including TSX-V acceptance and if required by the TSX-V, shareholder approval. The transaction cannot close until all required approvals are obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Filing Statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Mira Resources Corp. should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

ON BEHALF OF THE BOARD

Thomas Cavanagh, President and Director

Cautionary Note Regarding Forward-Looking Statements

This news release includes certain "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and Canadian securities laws. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual events and results to differ materially from Mira's expectations include the need to satisfy the conditions set forth in any agreement entered into in connection with the Acquisition or Offering; the need to satisfy regulatory and legal requirements with respect to the Acquisition and Offering; the granting of the stock options; risks related to Mira's reactivation on the Exchange; risks related to the exploration stage of Mira's project; market fluctuations in prices for securities of exploration stage companies; and uncertainties about the availability of additional financing.

Issued and Outstanding: 50,366,467

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.

Contact Information

  • Mira Resources Corp.
    Thomas Cavanagh
    President and Director
    (604) 687-7742
    (604) 681-0796 (FAX)