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VANCOUVER, April 6 /CNW/ - Mira Resources Corp. (NEX: MRP-H) (the "Company") announces that although the Company is currently in active discussions with the Ghana National Petroleum Corporation (the "GNPC") and other interested parties, the Company does not expect that it will satisfy the Release Conditions (as defined below) of its previously issued subscription receipts (each, a "Subscription Receipt") by April 8, 2010 (the "Termination Date"). Negotiations with the GNPC and other interested parties are proceeding as the Company continues to make progress in acquiring the Onshore Tano Basin Concession (as defined below). The Subscription Receipts were sold for Cdn$0.30 per Subscription Receipt for total gross proceeds of $15,000,000 (the "Proceeds"). The Proceeds are currently being held in escrow with a Canadian trust company.
The Company previously sought and obtained the approval of holders of more than 84% of the outstanding Subscription Receipts to extend the Termination Date from February 8, 2010 to April 8, 2010. The Company is seeking approval of the holders of the Subscription Receipts to extend the Termination Date from April 8, 2010 to July 8, 2010. Subject to the approval of the TSX Venture Exchange (the "TSXV"), the Company is also seeking the approval of the holders of the Subscription Receipts to amend the terms of the Subscription Receipts so that each Subscription Receipt, subject to the Company fulfilling the Release Conditions (as defined below) entitles the holder to receive 1.1 common share of the Company and one warrant to purchase a common share of the Company at an exercise price of Cdn$0.50 until November 10, 2011.
The resolution amending the Termination Date and the terms of the Subscription Receipts must be passed by holders holding at least 66.66% of the outstanding Subscription Receipts. If holders holding at least 66.66% of the outstanding Subscription Receipts do not approve the extension of the Termination Date prior April 8, 2010, the Proceeds will be returned to the holders of Subscription Receipts with interest.
Pursuant to the subscription receipt agreement dated November 10, 2009 among the Company, Haywood Securities Inc. and Computershare Trust Company of Canada, as amended, upon the Company obtaining the onshore Tano Basin concession in Ghana (the "Onshore Tano Basin Concession"), which the Company has an interest in obtaining due to oil and gas prospectivity, and reactivation of the Company and the listing of its common shares for trading on the TSXV (collectively, the "Release Conditions"), the Proceeds will be released to the Company and each Subscription Receipt will, without payment of additional consideration and without any action on the part of the holder, entitle the holder to receive the common shares of the Company and one warrant, on the terms described above.
Details regarding the Onshore Tano Basin Concession and ancillary transactions relating to the acquisition of such concession will be contained in the filing statement to be prepared in connection with the transaction and press releases to be issued by the Company from time to time.
Cautionary Note Regarding Forward-Looking Statements
This press 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 the Company's expectations include the failure to extend the Termination Date by the requisite majority of holders of Subscription Receipts; the need to satisfy the conditions set forth in any agreement entered into in connection with the Subscription Receipts; timing of the memorandum of understanding and ratification by the Parliament of Ghana, if at all; risks related to the Company's reactivation on the TSXV, if at all; risks related to the exploration stage of the Company's projects; market fluctuations in prices for securities of exploration stage companies; and uncertainties about the availability of additional financing.
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.
SOURCE MIRA RESOURCES CORP.
For further information: For further information: Johnathan More, President and CEO, Telephone: (604) 687-7742, Facsimile: (604) 662-3904