Mira Resources Corp.
NEX BOARD : MRP.H

Mira Resources Corp.

December 15, 2008 19:45 ET

Mira Proposes Acquisition, Financing and Change of Business

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 15, 2008) - Mira Resources Corp. ("Mira") (NEX BOARD:MRP.H) announces that its wholly owned subsidiary, Mira Resources (USA) Corp., has entered into a purchase and sale agreement with Westrock Land Corp. of Dallas, Texas ("Westrock") dated December 1, 2008 to acquire up to 5,000 net acres of oil and gas leases located in Lamar County in the State of Mississippi (the "Lamar County Property"). The lease acquisition costs (for a 100% working interest and 75% net revenue interest) will be $625 per acre or approximately $3,125,000. This is an arm's length transaction. Mira will issue no securities in connection with the transaction. Mira is currently listed on the NEX under the trading symbol "MRP.H". Mira was formerly a service provider to the oil and gas industry and operated an oilfield waste water treatment and power generation facility in southern Alberta. These previous operations ceased July 15, 2007.

Mira has received a NI-51-101 resource evaluation from Chapman Engineering of Calgary, Alberta on the Lamar County Property. The Chapman evaluation identifies three drill targets testing three separate horizons. Mira proposes an initial two well program. The total capital expenditure per well (for the first two wells) is estimated to be $3,750,000. The total proposed exploration program is approximately $10,625,000 including lease acquisition costs. Mira proposes to finance the program with cash on hand of $500,000, funds from the exercise of outstanding warrants in the amount of $3 million and a brokered private placement of $8,500,000 (the "Offering"). Remaining cash on hand after costs of the Offering would be approximately $875,000.

Mira has engaged Canaccord Capital Corporation ("Canaccord") to act as agent (the "Agent") to sell, on a commercially reasonable efforts basis, up to 34 million units of Mira at $0.25 per unit. Each unit will consist of one common share and one half share purchase warrant exercisable for a period of 12 months from closing at an exercise price of $0.50 per share. The Agent is entitled to an over allotment option of an additional 4 million units. The Agent will receive a 7% commission on the gross proceeds and Agent's warrants equal to 7% of the gross number of units sold under the Offering exercisable for a period of 24 months from closing at $0.25 per share. All securities issued under the Offering will be subject to a four month hold period.

Mira is undertaking its acquisition of the Lamar County Property, the Canaccord led private placement and Lamar County Property exploration program with a view to having its shares graduate from the NEX to Tier 2 of the TSX Venture Exchange as an oil and gas issuer. Mira's acquisition of the Lamar County Property from Westrock is an arm's length transaction. Westrock is a private corporation controlled by Mr. Gary Powers, a resident of Alberta. Mira's current board of directors will remain intact following the proposed change of business and is comprised of Marek Kreczmer, David Urquhart, and Mark Gelmon. Upon completion of the change of business Mr. Robert Fedun will be added to the board of directors. Mr. Fedun is currently a resident of Las Vegas, Nevada and is engaged in the oil and gas exploration industry as President of Dynamic Resources, a CNQ listed issuer. Mr. Fedun is a graduate of the Northern Alberta Institute of Technology in hydrocarbon engineering.

Mira's proposed change of business will be completed in three steps. The first is a preliminary financing of approximately $3 million through the exercise of outstanding share purchase warrants. This financing and cash on hand will provide Mira with sufficient funds to complete step two which is its acquisition of the Lamar County Property. The Lamar County Property acquisition will close immediately prior to or concurrently with the third step, closing of the Offering through Canaccord.

Completion of the transaction is subject to a number of conditions, including Exchange acceptance and disinterested Shareholder approval. The transaction cannot close until the required Shareholder approval is 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 COB 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

Marek Kreczmer, C.E.O. and Director

Issued and Outstanding: 43,099,799

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.

Contact Information

  • Mira Resources Corp.
    Marek Kreczmer
    C.E.O. and Director
    (604) 306-4500
    (778) 370-0146 (FAX)